As amended on May 2, 2017 by the General Membership
ARTICLE I
Name
The name of this club shall be Northwest Corner Woodworkers Association
ARTICLE II
Purpose
The purpose of the Association shall be:
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- Promote high standards in woodworking.
- To support the efforts of both amateur and professional woodworkers by conducting seminars, workshops and other educational activities relating to woodworking.
- To showcase local woodworking through shows, exhibits and displays.
- To assist local woodworkers through the cooperative purchase of tools and materials and cooperative marketing.
ARTICLE III
Nonprofit Status
The Association is a not-for-profit organization and no part of its assets are to be used for the personal benefit of any of its members.
ARTICLE IV
Membership
Section 1. Membership in the Association is open to both amateur and professional woodworkers.
Section 2. The membership period is the calendar year, from January 1 through December 31 and the annual dues will be determined by the Board of Directors (hereafter called the Board). For those joining after January 1, dues shall be prorated in a manner stipulated by the Board.
Section 3. Membership shall be terminated if annual dues for the current year are not paid by the first Tuesday in February.
Section 4. A member may be terminated for just cause upon petition to the Board by at least three members and concurrence of two-thirds of the Board.
ARTICLE V
Officers and Members-at-Large
Section 1. Elected Officers.
There will be four (4) elected officers: President, Vice-President, Secretary and Treasurer.
Section 2. Eligibility.
Any member in good standing is eligible to hold office.
Section 3. Term of Office.
Elected officers shall hold office for one year beginning on January 1 or until successors are elected. Officers are eligible for consecutive years in the same office.
Section 4. Removal from Office.
Officers may be removed from office by a vote of no confidence of the Board.
Section 5. Vacancy in Office.
Should a vacancy occur, the Board shall appoint a replacement for the remainder of the year.
Section 6. Duties.
The duties of the officers are as follows:
President. The President shall provide leadership to the Association and shall preside over the meetings of the Board and the general membership. The President shall carry out direction as provided by the Board. The President shall be an ex-officio member of all committees.
Vice-President. The Vice President shall act for, and in place of, the President in the absence or incapacity of the President. The Vice-President will serve as parliamentarian and carry out duties as assigned by the President.
Secretary. The Secretary shall keep a record of all meetings of the Board and the general membership and perform other duties as assigned by the President.
Treasurer. The Treasurer shall supervise the financial affairs of the Association and perform other duties as assigned by the President. The Treasurer shall provide an annual budget to be brought before the Board for their approval. The Treasurer may make budgeted disbursement independently. Unbudgeted disbursements over $100 shall require the approval of the Board.
Section 7. Members-at-Large
An incoming President shall appoint two Members-at-Large in January. The Members-at-Large shall serve on the Board for a term of two years. There shall be four such members serving at the same time with staggered two-year terms.
ARTICLE VI
Board of Directors
Section 1. Composition
The Board shall consist of the President, Vice-President, Secretary, Treasurer, Immediate Past President, at-large members and all chairpersons of standing committees.
Section 2. Duties.
The duties of the Board are to serve as the governing body of the Association, determine and supervise the implementation of Association policies, programs and practices. The duties also include ensuring that sound administrative and financial practices are followed.
Section 3. Regular Meetings.
The Board shall hold regular meetings at such time and place as shall be determined from time to time by a majority of the Board, but at least four such meetings shall be held during each calendar year.
Section 4. Special Meetings.
Special meetings may be called by the president or by a request of three members of the Board. Such notice shall be given in person or by mail or by electronic communications to each member of the board, and shall state the time, place and purpose of the meeting. At least 48 hours advance notice shall be given. The business transacted at any special meeting shall be limited to that notice in the call.
Section 5. Videotelephony Meetings. Regular or special meetings of the Board may be held remotely via videotelephony means.
Section 6. Quorum.
A quorum of 50 percent of the members of the Board is required to transact association business.
ARTICLE VII
Committees
Section 1. Establishment of Standing Committees.
The Association’s standing committees shall consist of those committees identified in Section 2 of this Article. Committee chairpersons shall be appointed by the President with confirmation by the Board. Committee chairpersons will serve at the pleasure of the President and Board.
Section 2. Standing Committees.
The Association shall have the following Standing Committees:
- Education Committee
- Library Committee
- Membership Committee
- Programs Committee
- Shows Committee
- Toys-for-Tots Committee
- Shop Tours Committee
Section 3. Duties.
The committees shall perform the duties as set forth by the Board.
Section 4. Temporary Committees
Temporary committees may be established as necessary by the Board.
ARTICLE VIII
Regular Meetings of the Membership
Regular meetings of the membership are generally held monthly on the first Tuesday of the month at a time and place determined by the Board and announced in the monthly newsletter. Regular meetings of the membership may be held remotely via videotelephony means.
ARTICLE IX
Newsletter and Internet Services
Section 1. The Association will publish a newsletter to be distributed to the membership and to other individuals and groups as may be deemed appropriate. At a minimum the newsletter will contain announcements of upcoming meetings, events and the minutes of the past meeting. It will be published monthly before each regular meeting.
Section 2. The Association shall maintain a website containing general information about the association.
ARTICLE X
Nominations and Elections
Section 1. Nominating Committee
The President shall appoint a nominating committee consisting of three members. Such appointment shall be made in a timely manner so as to permit the nominating committee to function and provide candidates for election. Nominees will be announced to the membership in the October Newsletter.
Section 2. Election
The election for the offices of President, Vice-President, Secretary, and Treasurer and shall take place at the December regular membership meeting. A simple majority of the members present is required to elect.
ARTICLE XI
Parliamentary Authority
The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall be the parliamentary authority for all matters not specifically covered in these Bylaws.
ARTICLE XII
Amendments
Proposed amendments or changes to these Bylaws must be announced to all members at least two weeks in advance. Proposed amendment or changes will be voted on at a regular meeting and must pass by at least 2/3 vote of the members present.
ARTICLE XIII
Dissolution
Upon the dissolution of the Association, the Board shall, after paying or making provisions for the payment of all of the liabilities of the Association, dispose of all the assets of the Association to one or more nonprofit organizations, preferably a woodworker’s organization.