Revised Jan. 2015
BYLAWS OF THE ARIZONA POLYMER CLAY GUILD
ARTICLE I
PURPOSE AND FUNCTION
The Arizona Polymer Clay Guild consists of members who enjoy working with polymer clay; learning new techniques and sharing ideas. This is a nonprofit organization interested in promoting the use and educating the public about the medium.
ARTICLE II
MEMBERSHIP
The membership of the Guild shall be all persons who pay their dues on time and abide by these Bylaws.
ARTICLE III
MEMBERSHIP MEETINGS
Section 1. Organization: The President of the Board of Directors, or in his or her absence, the Vice President, shall call meetings of the membership to order, and act as chairperson. The Secretary of the Board of Directors is secretary of all meetings; in the absence of the Secretary, the presiding officer may appoint any person to act as secretary of that meeting. Simplified Rules of Order derived from Roberts Rules of Order shall govern the procedure.
Section 2. Voting: Only members shall be permitted to vote. Voting may be done by voice, a division of the house, or, upon the request of ten percent of those present, by secret written ballot. All contested elections shall be voted upon by secret written ballot. All elections and all questions shall be decided by a plurality vote, except as otherwise provided by these by-laws. There shall be no proxy or mail votes except for election of officers. This proxy must be on written form provided for the proxy vote.
Section 3. A meeting of the membership for the election of the Board of Directors: This meeting shall be held each year during the month of December at the regular monthly meeting.
Section 4. Special Meetings: Special meeting of the membership may be called by the Board of Directors, and shall be called by the President upon written request of ten or more voting members, for the purpose or purposes specified.
Section 5. Notice of Meeting other than the regular monthly meeting: Notice of special meetings will be given at least eight days before the day of the meeting, by calling, mailing or e-mailing a copy to each member at his or her last known address, or by causing a copy thereof to be published in a regular or special edition of the Guild newsletter so as to reach them by the dates specified above. The general nature of the business to be transacted at such meetings shall be specified in the notice.
Section 6. Quorum: Ten percent of the voting members shall constitute a quorum at all meetings. The members present at a meeting at which a quorum has been present may continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum.
ARTICLE IV
BOARD OF DIRECTORS (Officers)
Section 1. Responsibility: The responsibility of conduct of affairs of the Guild shall be vested in the Board of Directors subject to the powers of the Guild as set forth by these By-laws.
Section 2. Powers. in addition to the powers and authority expressly conferred upon them by these By-laws and the Articles of incorporation, the Board may exercise all powers and do all lawful acts and things that are not prohibited by statute or by these Bylaws.
Section 3. Members of the Board of Directors: The Board shall consist of no more than nine persons, elected as set forth below and consisting of: President, Vice President, Secretary, Treasurer, Fundraiser, Librarian, Membership, and 2 Members at Large, plus the immediate Past President. The immediate Past President is the person who occupied the office of President immediately prior to the current President. Should the immediate Past President be unavailable, or should he or she occupy another elected office, the board position reserved for the immediate Past President shall not be filled. All Directors shall be members of the Arizona Polymer Clay Guild. The term of office for each Director shall be from January 1 to December 31 of each year and Directors may serve an indefinite number of terms.
Section 4. Nomination Process: In September of each year, the Board of Directors shall appoint a Nominating Committee, consisting of Board Members, two members of the Guild not on the Board of Directors and the immediate Past President. Should the immediate Past President be unavailable, the nominating committee position reserved for the immediate Past President shall not be filled. The Nominating Committee shall openly solicit Guild members for positions on the Board. The committee shall select and present a slate of officers to be printed and sent to the members in November, in a newsletter or otherwise. A form will be included that can be filled out by any Guild member who would like to be on the slate. This form must be submitted to the Chairman of the Nominating Committee before the 1st of December. All candidates will be listed in the December Newsletter. The December newsletter shall also contain a Proxy form for those members who would like to vote and cannot attend the December meeting. The proxy must be sent to the Chairman of the Nominating Committee at least two weeks in advance of the December Meeting.
Section 5. Vacancies: In the event of any vacancy in the Board of Directors for any reason; such vacancy may be filled by a remaining member of the Board. Until such vacancy is filled, the remaining members of the Board shall continue to perform the duties required of them, and all actions taken by them shall be deemed valid if taken pursuant to these Bylaws, the Articles of Incorporation, and the laws of Arizona. Persons appointed to fill vacancies shall serve until the next term of office commences. Any member of the Board failing to attend any three consecutive meetings of the Board shall be conclusively presumed to have resigned from office. Upon the third or any subsequent consecutive absence, the Board may declare the office vacant.
Section 6. Quorum: A majority of the members of the Board of Directors, whether elected or appointed to fill a vacancy, shall constitute a quorum for the transaction of business. Provided, however, that should the number of Directors actually in office fall below three, the remaining Directors shall be without power to take any action except to fill a vacancy.
Section 7. Emergency Committee: The Emergency Committee, consisting of the elected officers and Past President, shall meet whenever the President deems it necessary to transact business. Meetings can be called by the President at the request of two members. The Emergency Committee shall not countermand policy decisions made by the Board of Directors.
ARTICLE V
OFFICERS
Section 1. Officers: The officers of the Guild shall be: President, Vice President, Treasurer and Secretary.
Section 2. Vacancies: A vacancy in any office because of death, resignation, removal, disqualification or otherwise, shall be filled by the Board of Directors.
Section 3. Duties of Officers: The officers shall perform the duties normally associated with those offices, or as set forth by the Board of Directors, the Bylaws or by applicable statutes.
Section 4. Delegation of duties: Whenever an officer is absent, or whenever for any reason the Board of Directors may deem it desirable, the Board may delegate the powers and duties of an officer to any other officer or to any Director or Directors. The Board of Directors may delegate any of its powers to the Emergency Committee, which shall report to the Board of Directors, or, if applicable, to the Guild on its activities.
Section 5. Execution of Instruments, checks, drafts and orders upon the funds or credits of the corporation, bills, notes and other obligations for the payment of money by the Guild shall be valid and binding upon the Guild only when executed by such executive officers as may be designated and authorized by the membership, the Board, or otherwise provided for herein.
Section 6. Bond: The Treasurer may be bonded in such amount or amounts as the Board shall deem appropriate.
ARTICLE VI
MEETINGS OF BOARD OF DIRECTORS
Section 1. Meetings: The Board shall meet at such times and places as the Board shall fix, on a least fourteen days notice to each member of the Board. Special meetings of the Board may be called by the President, or by any two other members of the Board, on seventy-two hours notice to each member of the board. The notice shall specify the place and time of the meeting. All board members are required to be at the meetings, except in direr circumstances.
Section 2. Organization: The President of the Board, or, in his/her absence, the Vice President, shall call the meeting to order, and act as chair of such meetings. The Secretary of the Board shall act Secretary of all meetings, but in his/her absence the presiding officer may appoint any member of the Board to act as Secretary. (Simplified Rules of Order derived from Roberts Rules of Order shall govern the procedure.)
Section 3. Voting. All members of the Board present shall be permitted to vote on any matter before the Board. There shall be no voting by proxy or absentee voting.
Section 4. Order of Business. The presiding officer shall determine the order of business at any given meeting, with the advice and consent of those present.
ARTICLE VII
COMMITTEES
Section 1. Standing Committees: The Board shall appoint the following standing committees and chairpersons; Program, Public and Guild education, (i.e. information gained from the computer), Clay Days, Publicity, Classes, Grants, Membership, Web Site Manager, Librarian, Insurance.
Section 2. Ad Hoc Committees: The Board shall appoint ad hoc committees as determined necessary by the Board.
Section 3. Committee Chairpersons shall schedule committee meetings in such manner and with sufficient notice so as to afford the maximum number of committee members the opportunity to participate.
ARTICLE VIII
FISCAL YEAR
The Fiscal Year of the Guild shall begin on January 1 of each year and end on December 31st of the same year.
ARTICLE IX
EXEMPTION OF PRIVATE PROPERTY
The private property of the members, directors, officers, employees, agents and volunteers of the Guild shall be forever exempt from liability for its debts or obligations.
ARTICLE X
INDEMNIFICATION BY CORPORATION
Section 1. Indemnification; Subject to the further provisions hereof, the corporation shall indemnify all of its existing and former directors, officers, employees, and agents against all expenses incurred by them including, but not limited to, legal fees, judgments, penalties, and amounts paid in settlement or compromise, which may arise or be incurred, rendered, or levied in any legal action brought or threatened against any of them for or on account of any action or omission alleged to have been committed while acting within the scope of their duties, whether or not any action is or has been filed against them and whether or not any settlement or compromise is approved by a court. Indemnification shall be made by the corporation whether the legal action brought or threatened is by or in the right of the corporation or by any other person.
Section2. Determination by Board. Whenever any existing or former director, officer, employee, or agent shall report to the President that he or she has incurred or may incur expenses described in Section 1, of Article X, above, the Board of Directors shall, at its next regular, or at a special, meeting held within a reasonable time thereafter, determine in good faith whether, in regard to the matter involved, the person acted, failed to act, or refused to act willfully or in good faith that the person did not so act, failed to act or refused to act, indemnification shall be mandatory; provided, however, that no indemnification shall be available with respect to liabilities under the Securities Act of 1933, and, provided further, that the corporation shall have the right to refuse indemnification in any instance in which the person to whom indemnification would otherwise have been applicable shall have unreasonably refused to permit the corporation, at its own expense and through counsel of its own choosing, to defend him or her in the action.
ARTICLE XI
AMENDMENT
Proposals for amendment of these Bylaws shall be published at least two weeks before a monthly meeting or a meeting called for the specific purpose of amending these Bylaws. A two-thirds vote of the members present and voting at such meeting, may adopt, repeal, alter and amend these Bylaws. Bylaws at no time shall conflict with the Articles of Incorporation of this corporation, or the laws of Arizona. Amendments to these Bylaws shall be effective immediately upon approval and shall be published to the membership within thirty days following the change.
ARTICLE XII
DUES
An annual dues structure shall, from time to time, be recommended by the Board of Directors and approved by a majority of those members present and voting at the Annual Meeting. (December). Dues shall be the following categories of membership.
First time members joining the guild from January to August will pay full amount. Those joining from September 1 to December 31 will pay 50% of dues.
Dues are payable in January. Renewals are 100% for each member.
ARTICLE XIII
ADOPTION
These Bylaws shall be effective upon adoption by a plurality vote of the Guild at a meeting called for that purpose. They shall be effective immediately.
BYLAWS OF THE ARIZONA POLYMER CLAY GUILD
ARTICLE I
PURPOSE AND FUNCTION
The Arizona Polymer Clay Guild consists of members who enjoy working with polymer clay; learning new techniques and sharing ideas. This is a nonprofit organization interested in promoting the use and educating the public about the medium.
ARTICLE II
MEMBERSHIP
The membership of the Guild shall be all persons who pay their dues on time and abide by these Bylaws.
ARTICLE III
MEMBERSHIP MEETINGS
Section 1. Organization: The President of the Board of Directors, or in his or her absence, the Vice President, shall call meetings of the membership to order, and act as chairperson. The Secretary of the Board of Directors is secretary of all meetings; in the absence of the Secretary, the presiding officer may appoint any person to act as secretary of that meeting. Simplified Rules of Order derived from Roberts Rules of Order shall govern the procedure.
Section 2. Voting: Only members shall be permitted to vote. Voting may be done by voice, a division of the house, or, upon the request of ten percent of those present, by secret written ballot. All contested elections shall be voted upon by secret written ballot. All elections and all questions shall be decided by a plurality vote, except as otherwise provided by these by-laws. There shall be no proxy or mail votes except for election of officers. This proxy must be on written form provided for the proxy vote.
Section 3. A meeting of the membership for the election of the Board of Directors: This meeting shall be held each year during the month of December at the regular monthly meeting.
Section 4. Special Meetings: Special meeting of the membership may be called by the Board of Directors, and shall be called by the President upon written request of ten or more voting members, for the purpose or purposes specified.
Section 5. Notice of Meeting other than the regular monthly meeting: Notice of special meetings will be given at least eight days before the day of the meeting, by calling, mailing or e-mailing a copy to each member at his or her last known address, or by causing a copy thereof to be published in a regular or special edition of the Guild newsletter so as to reach them by the dates specified above. The general nature of the business to be transacted at such meetings shall be specified in the notice.
Section 6. Quorum: Ten percent of the voting members shall constitute a quorum at all meetings. The members present at a meeting at which a quorum has been present may continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum.
ARTICLE IV
BOARD OF DIRECTORS (Officers)
Section 1. Responsibility: The responsibility of conduct of affairs of the Guild shall be vested in the Board of Directors subject to the powers of the Guild as set forth by these By-laws.
Section 2. Powers. in addition to the powers and authority expressly conferred upon them by these By-laws and the Articles of incorporation, the Board may exercise all powers and do all lawful acts and things that are not prohibited by statute or by these Bylaws.
Section 3. Members of the Board of Directors: The Board shall consist of no more than nine persons, elected as set forth below and consisting of: President, Vice President, Secretary, Treasurer, Fundraiser, Librarian, Membership, and 2 Members at Large, plus the immediate Past President. The immediate Past President is the person who occupied the office of President immediately prior to the current President. Should the immediate Past President be unavailable, or should he or she occupy another elected office, the board position reserved for the immediate Past President shall not be filled. All Directors shall be members of the Arizona Polymer Clay Guild. The term of office for each Director shall be from January 1 to December 31 of each year and Directors may serve an indefinite number of terms.
Section 4. Nomination Process: In September of each year, the Board of Directors shall appoint a Nominating Committee, consisting of Board Members, two members of the Guild not on the Board of Directors and the immediate Past President. Should the immediate Past President be unavailable, the nominating committee position reserved for the immediate Past President shall not be filled. The Nominating Committee shall openly solicit Guild members for positions on the Board. The committee shall select and present a slate of officers to be printed and sent to the members in November, in a newsletter or otherwise. A form will be included that can be filled out by any Guild member who would like to be on the slate. This form must be submitted to the Chairman of the Nominating Committee before the 1st of December. All candidates will be listed in the December Newsletter. The December newsletter shall also contain a Proxy form for those members who would like to vote and cannot attend the December meeting. The proxy must be sent to the Chairman of the Nominating Committee at least two weeks in advance of the December Meeting.
Section 5. Vacancies: In the event of any vacancy in the Board of Directors for any reason; such vacancy may be filled by a remaining member of the Board. Until such vacancy is filled, the remaining members of the Board shall continue to perform the duties required of them, and all actions taken by them shall be deemed valid if taken pursuant to these Bylaws, the Articles of Incorporation, and the laws of Arizona. Persons appointed to fill vacancies shall serve until the next term of office commences. Any member of the Board failing to attend any three consecutive meetings of the Board shall be conclusively presumed to have resigned from office. Upon the third or any subsequent consecutive absence, the Board may declare the office vacant.
Section 6. Quorum: A majority of the members of the Board of Directors, whether elected or appointed to fill a vacancy, shall constitute a quorum for the transaction of business. Provided, however, that should the number of Directors actually in office fall below three, the remaining Directors shall be without power to take any action except to fill a vacancy.
Section 7. Emergency Committee: The Emergency Committee, consisting of the elected officers and Past President, shall meet whenever the President deems it necessary to transact business. Meetings can be called by the President at the request of two members. The Emergency Committee shall not countermand policy decisions made by the Board of Directors.
ARTICLE V
OFFICERS
Section 1. Officers: The officers of the Guild shall be: President, Vice President, Treasurer and Secretary.
Section 2. Vacancies: A vacancy in any office because of death, resignation, removal, disqualification or otherwise, shall be filled by the Board of Directors.
Section 3. Duties of Officers: The officers shall perform the duties normally associated with those offices, or as set forth by the Board of Directors, the Bylaws or by applicable statutes.
Section 4. Delegation of duties: Whenever an officer is absent, or whenever for any reason the Board of Directors may deem it desirable, the Board may delegate the powers and duties of an officer to any other officer or to any Director or Directors. The Board of Directors may delegate any of its powers to the Emergency Committee, which shall report to the Board of Directors, or, if applicable, to the Guild on its activities.
Section 5. Execution of Instruments, checks, drafts and orders upon the funds or credits of the corporation, bills, notes and other obligations for the payment of money by the Guild shall be valid and binding upon the Guild only when executed by such executive officers as may be designated and authorized by the membership, the Board, or otherwise provided for herein.
Section 6. Bond: The Treasurer may be bonded in such amount or amounts as the Board shall deem appropriate.
ARTICLE VI
MEETINGS OF BOARD OF DIRECTORS
Section 1. Meetings: The Board shall meet at such times and places as the Board shall fix, on a least fourteen days notice to each member of the Board. Special meetings of the Board may be called by the President, or by any two other members of the Board, on seventy-two hours notice to each member of the board. The notice shall specify the place and time of the meeting. All board members are required to be at the meetings, except in direr circumstances.
Section 2. Organization: The President of the Board, or, in his/her absence, the Vice President, shall call the meeting to order, and act as chair of such meetings. The Secretary of the Board shall act Secretary of all meetings, but in his/her absence the presiding officer may appoint any member of the Board to act as Secretary. (Simplified Rules of Order derived from Roberts Rules of Order shall govern the procedure.)
Section 3. Voting. All members of the Board present shall be permitted to vote on any matter before the Board. There shall be no voting by proxy or absentee voting.
Section 4. Order of Business. The presiding officer shall determine the order of business at any given meeting, with the advice and consent of those present.
ARTICLE VII
COMMITTEES
Section 1. Standing Committees: The Board shall appoint the following standing committees and chairpersons; Program, Public and Guild education, (i.e. information gained from the computer), Clay Days, Publicity, Classes, Grants, Membership, Web Site Manager, Librarian, Insurance.
Section 2. Ad Hoc Committees: The Board shall appoint ad hoc committees as determined necessary by the Board.
Section 3. Committee Chairpersons shall schedule committee meetings in such manner and with sufficient notice so as to afford the maximum number of committee members the opportunity to participate.
ARTICLE VIII
FISCAL YEAR
The Fiscal Year of the Guild shall begin on January 1 of each year and end on December 31st of the same year.
ARTICLE IX
EXEMPTION OF PRIVATE PROPERTY
The private property of the members, directors, officers, employees, agents and volunteers of the Guild shall be forever exempt from liability for its debts or obligations.
ARTICLE X
INDEMNIFICATION BY CORPORATION
Section 1. Indemnification; Subject to the further provisions hereof, the corporation shall indemnify all of its existing and former directors, officers, employees, and agents against all expenses incurred by them including, but not limited to, legal fees, judgments, penalties, and amounts paid in settlement or compromise, which may arise or be incurred, rendered, or levied in any legal action brought or threatened against any of them for or on account of any action or omission alleged to have been committed while acting within the scope of their duties, whether or not any action is or has been filed against them and whether or not any settlement or compromise is approved by a court. Indemnification shall be made by the corporation whether the legal action brought or threatened is by or in the right of the corporation or by any other person.
Section2. Determination by Board. Whenever any existing or former director, officer, employee, or agent shall report to the President that he or she has incurred or may incur expenses described in Section 1, of Article X, above, the Board of Directors shall, at its next regular, or at a special, meeting held within a reasonable time thereafter, determine in good faith whether, in regard to the matter involved, the person acted, failed to act, or refused to act willfully or in good faith that the person did not so act, failed to act or refused to act, indemnification shall be mandatory; provided, however, that no indemnification shall be available with respect to liabilities under the Securities Act of 1933, and, provided further, that the corporation shall have the right to refuse indemnification in any instance in which the person to whom indemnification would otherwise have been applicable shall have unreasonably refused to permit the corporation, at its own expense and through counsel of its own choosing, to defend him or her in the action.
ARTICLE XI
AMENDMENT
Proposals for amendment of these Bylaws shall be published at least two weeks before a monthly meeting or a meeting called for the specific purpose of amending these Bylaws. A two-thirds vote of the members present and voting at such meeting, may adopt, repeal, alter and amend these Bylaws. Bylaws at no time shall conflict with the Articles of Incorporation of this corporation, or the laws of Arizona. Amendments to these Bylaws shall be effective immediately upon approval and shall be published to the membership within thirty days following the change.
ARTICLE XII
DUES
An annual dues structure shall, from time to time, be recommended by the Board of Directors and approved by a majority of those members present and voting at the Annual Meeting. (December). Dues shall be the following categories of membership.
First time members joining the guild from January to August will pay full amount. Those joining from September 1 to December 31 will pay 50% of dues.
Dues are payable in January. Renewals are 100% for each member.
ARTICLE XIII
ADOPTION
These Bylaws shall be effective upon adoption by a plurality vote of the Guild at a meeting called for that purpose. They shall be effective immediately.