By-Laws of the Alabama Woodworkers Guild
NAME AND PURPOSE
NAME: The name of the association will be the Alabama Woodworkers Guild, Inc. (referred to herein as the Guild).
PURPOSE: The purpose of the Guild is generally to promote and administer programs which will benefit the woodworking community and advance the art and craft of woodworking.
The principal office of the Guild is the AWG Woodworking Education Center at 10544 County Highway 17 South, Maylene, AL 35114. The normal meeting location will also be the Woodworking Education Center. The Guild maintains a post office box as follows:
Alabama Woodworkers Guild, Inc.
P.O. Box 36804
Birmingham, AL 35236
The Guild may have such other offices as may from time to time be designated by the members of the Board of Directors (referred to herein as the Board ).
ACTIVE MEMBER: Any person who meets the requirements for membership as determined by the Board is eligible to become an active member with full voting rights and other privileges. Membership is restricted to persons 18 years of age and older.
VOTING: Each active member will be entitled to one vote in the affairs of the Guild.
DURATION OF MEMBERSHIP: Membership in the Guild may terminate by voluntary withdrawal or may be terminated by the Board for cause. All rights, privileges and interests of a member in or to the Guild will cease on the termination of membership. Membership is non-transferable. Any member may, by giving written notice of such intention, withdraw from membership. Withdrawals will be effective on fulfillment of all obligations to the date of withdrawal.
AMOUNT: The annual dues required for membership will be determined by the Board and approved by vote of the active members. Dues may vary from year to year, but will be the same for all active members. Annual dues are due in January each year. If dues are not paid by April 1st, the member shall lose all Guild privileges including use of the WEC.
MEETINGS: Meetings are scheduled for the third Saturday in each month for receiving reports and the transaction of other business. Meetings will be open to active members, visitors and potential members. Board meetings will be held as frequently as determined by the Board to be necessary and are open to all members who wish to attend.
QUORUM: At least 25 active members at an announced general meeting will constitute a quorum, and in case there is less than this number, the presiding officer may adjourn the meeting until such time as a quorum is present.
ORDER OF BUSINESS: The order of business will generally be as follows:
- Call to order
- Receiving communications
- Reports of officers
- Reports of Directors and Committees
- Unfinished Business
- New business (including program)
- Election of Officers and Directors as required
The order of business may be altered or suspended at any meeting by a majority vote of the members present. The usual parliamentary rules listed in Robert's Rules of Order will generally govern when not in conflict with these By-Laws.
OFFICERS & DIRECTORS
ELECTIVE OFFICES: The elective offices of the Guild will be a President, a Vice-President, a Secretary, a Treasurer and a minimum of six (6) Directors. Other offices may be established by the Board and approved by the active members of the Guild.
TERMS: Officers will be elected at the November meeting, and will assume office in January. Officers will serve for a term of one (1) year and until successors are duly elected. Directors will serve three(3) year terms with two being elected each year. Officers are eligible for re-election, limited to two consecutive terms unless waived by the Board. Directors are limited to one term unless waived by the Board. Vacancies in any office may be filled for the balance of the term by the Board.
PRESIDENT: The President will be the chief executive officer of the organization. Some of the president's duties include but are not limited to the following:
- Conduct Board Meetings.
- Attend Guild meetings and meetings of the Board.
- Serve as an ex-officio member of all committees.
- Communicate regularly to the membership.
- Promote the welfare and increase the usefulness of the Guild.
- Conduct correspondence and carry into execution all votes, orders and resolutions of the Board and the membership.
- Appoint such committees as necessary to operate the Guild.
- Appoint a Nominating Committee annually, consisting of a minimum of three (3) active members.
- Perform other duties as necessary.
VICE-PRESIDENT: Duties of the Vice-President include but are not limited to the following:
- Perform all duties of the President when the President is absent.
- Serve as Program Chairman.
- Serve as an ex-officio member on all committees.
SECRETARY: Duties of the Secretary include but are not limited to the following:
- Prepare minutes of Board meetings.
- Prepare Guild correspondence as requested.
- Maintain official Guild records.
- Give notice of and attend all meetings of the Board.
- Maintain a manual of all Guild policies.
TREASURER: Duties of this office include but are not limited to the following:
- Keep a list of all members of the Guild.
- Establish the mechanism to collect the dues.
- Account for all moneys received and expended for use of the Guild.
- Make disbursements authorized by the Board.
- Deposit all sums of money in the bank or banks approved by the Board.
- Issue reports as requested by the President.
- Funds may be drawn on the signature of the Treasurer, or in the event of an emergency, the President.
- Keep records as to any agents retained by the Guild.
- Prepare an annual report of transactions and financial condition of the Guild.
The duties of the Treasurer may be delegated to an Assistant Treasurer if such office is established by the Board and approved by the members. The funds, books and vouchers on hand shall, with the exception of confidential reports submitted by members, at all times be subject to verification and inspection of the elective officers of the Guild. At the expiration of the term of office, the Treasurer shall deliver to the successor all books, money and other property of the Guild.
DIRECTORS: The Board of Directors will consist of at least six (6) members whose responsibilities will be to insure effective operations of the Guild. The immediate past president and the elected officers will be members of the Board. Other past presidents may serve as Special Consultants and Advisors to the Board. Board members will perform those duties outlined in By-Law Eight and any others that the President may assign.
NOMINATING COMMITTEE AND ELECTIONS
NOMINATING COMMITTEE: The Nominating Committee will be appointed by the President in July of each year and will consist of three (3) members. The Committee will bring to the members during the October meeting a slate of Officer and Director nominees for the following year.
ELECTIONS: The election of Guild Officers and Directors will take place each November at the regular meeting The nominees presented to the membership in October and any nominations from the floor will be subject to election. Any member in good standing will be entitled to vote. Nominees who receive a majority of votes so cast will be elected. Assumption of office begins January 1.
BOARD OF DIRECTORS
BOARD OF DIRECTORS: The Board will have supervision, control, and direction of the affairs of the Guild. It will execute the policies and decisions of the membership, will actively pursue the Guild's objectives, and will have discretion in the disbursement of funds. It may adopt such rules of conduct of its business are deemed advisable, and may, in the execution of powers granted, appoint subcommittees or agents to work on specific problems, reports or activities. The Board will report to the membership on its activities. It will meet on the call of the President and also will meet on demand of a majority of the active members of the Guild.
These bylaws may be amended, repealed or altered, in whole or in part, by a majority vote at any duly organized meeting of the Guild.
Nothing herein will constitute members of the Guild as partners for any purpose. No member, officer, director, agent, or employee will be liable for the acts or failure to act of any other members, officer, director, agent or employee of the Guild. Nor will any member, officer, director, agent or employee be liable for his acts or failure to act under these By-Laws, excepting only acts of omissions arising out of his willful misfeasance.
FINANCES: The Guild is not intended as a profit-making organization, nor is it founded with the expectation of making profit. The Guild will use its funds only for objects and purposes specified in these By-Laws.
BONDING: Personnel entrusted with the handling of Guild funds may be required, at the discretion of the Board, to furnish, at the Guild's expense, a suitable fidelity bond.
The Board may adopt insignia, colors, badges, and flags for the Guild as it deems desirable.
The Guild may be dissolved by the vote of a three-fourth (3/4) majority of its active members. In the event of dissolution, the Board will, after paying or making provision for the payment of all the liabilities of the corporation, dispose of all assets of the Corporation by distributing for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1954, or the corresponding section of any future federal tax code, or will distribute the assets to the federal government or to a state or local government for public purposes.