ARTICLE I.  NAME AND OFFICE

 Section 1.  The name of the non-profit corporation shall be Northeastern Oklahoma Woodturners Association as set forth in its Articles of Incorporation filed with the Secretary of State of the State of Oklahoma.  Throughout this constitution it may be referred to as the Association”.  The official acronym shall be “NEOWTA”.

 Section 2.  The association shall have and continuously maintain in the State of Oklahoma a registered office and a registered agent, whose office is identical with such registered office, as required by the State of Oklahoma.

ARTICLE II.  PURPOSES

 The Association’s purpose is to foster a wider understanding and appreciation for woodturning as a craft and as an art form. These intentions will be accomplished by providing information, technical assistance and a website relating to woodturning.  More specifically, we propose principally to offer such services as a website, video programs, library, seminars, clinics, shows and exhibits.

 In addition, the purposes and activities as set forth in the Articles of Incorporation of the Association are incorporated herein by reference.  Further, the Association is organized exclusively for educational purposes within the meaning of section 501(c) (3) of the Internal Revenue Code.

 No part of the net earnings of the Association shall inure to the benefit of, or be distributed to its Members, Directors, or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered.  Not withstanding any other provisions of the articles, the Association shall not carry on any other activities not permitted to be carried on (A) by a corporation exempt from Federal Income tax under section 501(c) (3) of the Internal Revenue Code of 1986 and its Regulations as they now exist or as they may hereafter be amended, or (B) by a corporation, contributions to which are deductible under section 170(c) (2) of the Internal Revenue Code of 1986 and its Regulations as they now exist or as they may hereafter be amended.

ARTICLE III   MEMBERS

Section 1.  Benefits of Members

It is the intention of this Association to offer its membership:

1.      For Woodturners of all levels, technical information about wood and woodturning tools, machinery, safety tips, and a way to establishing and maintaining communication among others with similar interests by means of a monthly meeting.

2.      The opportunity to participate in seminars and clinics sponsored by the Association.  The Association intends to offer its membership, seminars and clinics by national and internationally recognized Woodturners at least three times a year, as schedule permits.

3.      For galleries and other dealers in lathe-turned objects, a vehicle for notifying turners and the interested public, in its shows or seminars featuring such works.

4.      For retail sellers of wood, tools, machinery, finishes and other supplies, highly focused access to those who purchase such goods and services.

Section 2.  Membership

            1.  Any person interested in woodturning, whether amateur or professional, may become a member of the Association, accompanied by payment of one year’s dues.

            2.  Any person may be voted an Honorary Lifetime Membership of the Association, by the Board of Directors of the Association.

            3.  Any firm or corporation may become a member by the means provided by the Association, accompanied by payment of one year’s dues. A schedule of annual fees shall be listed on the membership application.

4.      Membership dues shall be established and subject to change by the Board of Directors.

Section 3.  Transfer of Membership

Membership in the Association is not transferable or assignable.

ARTICLE IV   BOARD OF DIRECTORS

Section 1.  General Powers

The affairs, activities and concerns of the Association shall be vested in a Board of Directors, individually referred to herein as “Director” and collectively referred to herein as the “Board”.  The Board shall be charged with the responsibility of the operation of the Association and the prudent conduct of its business consistent with these bylaws and the laws of the State of Oklahoma.

Section 2.  Number

The Board of Directors will consist of six (6) persons, the four elected officers and two elected at-large members.  During meetings of the Board of Directors when the Board of Advisors (Article IX) is present, a seventh vote will be provided by the majority vote of the Board of Advisors.  The majority vote by a Board of Advisors counts as one vote for the purpose of obtaining a quorum and in all matters voted on by the Board.

Section 3.  Tenure

All officers and Directors shall serve for a period of one year, commencing following their election at the July meeting.  Current officers and Directors shall serve through that meeting.

Section 4.  Newly Created Board Positions

Should the Board of Directors elect to increase the Board’s size, vacancies resulting there from must be filled through the standard election process; these new positions may not be filled summarily through Board appointment.

Section 5.  Unexpected Board Vacancies

Whenever any vacancy occurs on the Board of Directors by death, resignation or otherwise, that vacancy shall be filled without undue delay by a majority vote of the remaining Board at a Regular Board Meeting or at a Special Board Meeting called for that purpose.  The Board may elect to fill such a vacancy with a candidate from the most recent election.  A Director appointed to fill a vacancy shall begin service immediately and hold office for the unexpired term of the predecessor.

Section 6.  Removal of Directors 

A majority vote of the Board of Directors shall be required to submit the removal of any officer or Director to the membership.  A majority vote of the membership shall be required to remove such officer or Director.

Section 7.  Resignation

A Director may resign at any time by giving written notice to the Board, the President or the Secretary of the Association.  Unless otherwise specified in the notice, the resignation shall take effect upon receipt by the Board of such notice.  Acceptance of the resignation shall not be necessary to make if effective.

Section 8.  Quorum

The Directors holding a majority of the vote, which may be cast by the full Board, shall constitute a quorum at any Board meeting.  In the absence of the President and Vice President, the quorum present may choose a chairman for the meeting.  If a quorum does not exist, a majority of the Directors present may adjourn the meeting.

Section 9.  Manner of Acting

A vote representing a majority of the votes that may be cast by the full Board shall be the act of the Board.

Section 10.  Compensation

No compensation shall be paid to Directors of the Board for their services.  Director’s expenses directly attributable to performing the duties of the Director will be reimbursable.  No reimbursement for travel expenses will be provided to Directors for regular Board meetings.

Section 11.  Committees

The President may designate such committees as deemed necessary and appropriate.  Each committee shall serve for one year.  The committee chairperson is responsible for preparing an agenda for each meeting and preparing reports to the Board.

1.      Nominating Committee:  The president shall appoint three (3) members of the      Association in April of each year to serve as an Officers/At-Large Directors Nominating Committee.

2.      Standing Committees:  The Standing committees are;

·        Programs Committee, Responsible for arranging for monthly programs.

·        Facilities Committee, Responsible for welcoming guests, meeting set-up and care of club equipment.

·        Library Committee, Responsible for tapes, books and magazines.

·        Raffle Committee. Responsible for purchase of tool raffle items, bring-back raffle and distribution of tickets.

3.      Special Committees:  The President may appoint a chair, at any time, to form a committee to address any subject for which there in no standing committee.

4.      Committee Quorum:  The majority of any committee of the Association shall constitute a quorum.

5.      Committee Vacancies:  The various committee chairpersons shall have the power to fill vacancies in their committees.

6.      Committee Coordinators shall be solicited and appointed by the President and shall serve for a period of one calendar year.

Section 12.  Proposals from the General Membership

Any member of the Association may offer a proposal for consideration by the Board.  The proposal should be submitted to the President, prior to the monthly Board meeting, for committee consideration or be placed on the agenda of the next scheduled meeting of the Board.  The President will consider proposals submitted during the New Business portion of the meeting, as time permits, or place the proposal on the agenda of the next regular Board meeting.

Section 13.  Duties of Directors

The Board of Directors shall:

1.      The board shall hold regular Board Meetings on the first Tuesday of each    month (except December).  Notice of the meeting shall be posted on the Associations website and by other means available to the Board.

2.      Print and circulate documents and publish any other publications supporting the purposes and objectives of the Association.

3.      Communicate with other organizations interested in any aspect of woodturning.

4.      Devise and execute such other measures as it deems proper to promote the objectives of the Association and to best protect the interest and welfare of the Association and it’s Members.

5.      Have a working knowledge and understanding of the By-laws of the Association and carry out their duties in an ethical manner.

6.      A special Board meeting may be call when it deemed necessary by a majority of the Board of Directors. The Directors shall have the option of meeting by phone or other electronic device deemed appropriate in order to conduct a Special Board Meetings.

ARTICLE V:  OFFICERS

The officers of the Association shall be:

·        President

·        Vice President/President elect

·        Secretary

·        Treasurer

ARTICLE VI.  DUTIES OF OFFICERS

Section 1.  President

The President shall preside at all meetings of the membership and Board of Directors.  President shall exercise, subject to the control of the Board of Directors and the membership of the Association, general supervision over the affairs of the Association, and shall perform generally all duties incident to the office and such other duties as may be assigned to President from time to time by the Board of Directors.

The President may, when deemed necessary, issue a call for a Special Board Meeting.

The President shall be empowered to act on behalf of the Board in the event of extreme emergencies that, because of time constraints, make it impractical to call a special Board meeting and shall report to the Board, the extent of such action and the reason for taking it, at the next regular Board meeting.

Section 2.  Vice President

The Vice President shall perform all duties of the President in his absence or during his inability to act, and shall have other and future powers, and shall perform such other and further duties as may be assigned to Vice President by the Board of Directors.

Section 3.  Secretary

The Secretary shall keep the minutes of all proceedings of the Board of Directors and meetings of the membership, and make a proper record of the same, which shall be attested by the Secretary.  Secretary shall keep such records as may be required by the Board of Directors, and shall generally perform duties as may be requested by the Board of Directors.

Section 4.  Treasurer

The Treasurer shall have custody of the funds and securities of the Association, which may come into Treasurer’s hands, and shall do with the same as may be ordered by the Board of Directors.  When necessary or proper Treasurer may endorse on behalf of the Association for collection, checks, notes and other obligations.  Treasurer shall deposit the funds of the Association to its credit in such banks and depositories as are necessary, from time to time.  Treasurer shall submit an annual report to the members, a statement of the financial conditions of the Association, and whenever and required by the Board of Directors, shall make and render a statement of the accounts, and other statements as may be required.  Treasurer shall keep the books of the Association, full and accurate accounts of all monies received and paid by Treasurer for the Association.  The Treasurer shall keep a current list of all paid members.

ARTICLE VII.  ELECTION OF OFFICERS

Section 1.  The president shall appoint three (3) members of the Association in April of each year to serve as the Nominating Committee, and each candidate shall be a member in good standing in the American Association of Woodturners (AAW).  Adopted by the Board 7/11/06..

Section 2.  The Nominating Committee shall prepare a slate of candidates for each of the necessary offices and At-large Directors.  Each candidate shall be a member in good standing of the Association.

Section 3.  The slate of candidates shall be presented to the Association at the June meeting.  The Nominating Committee shall accept nominations from the membership for Officers and Directors through the June membership meeting.   The candidates shall also be announced by any other means of publicity readily available to the Association.

Section 4.  Election of officers and Directors shall take place at the July meeting of the Association.  Voting shall be done by secret ballot.

Section 5.  Members of the Association who are in good standing (dues are current) are entitled to vote.  A simple majority of those ballots cast shall be required to be elected.

Section 6.  The new officers shall assume their offices with the August Board meeting.

ARTICLE VIII.  INDEMNIFICATION

The Directors, Officers and committees of the Association shall be indemnified by the Association against all expenses and liabilities, including settlement and counsel fees reasonably incurred by or imposed upon them in connection with any proceeding to which they may be a party or in which they may become involved, by reason of being or having been a Director or Officer of the Association, whether the person is a Director or Officer at the time such expenses are incurred, except in such cases wherein the Director or Officer is adjudged guilty of willful misfeasance or malfeasance in the performance of duties.  The foregoing rights of indemnification shall be in addition to and not exclusive of all other rights to which the indemnified may be entitled.

ARTICLE IX.  BOARD OF ADVISORS

All non-Board members of the Association physically present at a regularly scheduled board of Directors meeting, or a special Board meeting advertised to the entire membership at least three days in advance, constitute the Board of Advisors for the duration of that meeting.  The President may consult the Advisors and draw upon their wisdom when considering the best interests of the Association.  The Advisors shall, at their discretion, offer advice on any matter relevant to the Association.  The Advisors may also offer motions for consideration by the Board of Directors.

ARTICLE X.  FISCAL YEAR

The fiscal year of the Association shall begin on the first day of January in each year.

ARTICLE XI.  AMENDMENTS

The Bylaws of the association may be amended by a majority vote of the Directors at any Regular meeting or Special meeting called for that purpose, a copy of the proposed amendment(s) having been presented at the previous meeting of the membership.  Notice shall be provided to Directors a minimum seven days prior to the meeting at which bylaws amendment(s) are to be considered.

ARTICLE XII.  ORDER

The rules contained in the latest edition of Robert’s Rules of Order, newly Revised shall govern the Association in all cases to which they are applicable and in which they are not in conflict with these Bylaws, or any special rules of order the Board may adopt, or the Articles of Incorporation of the Association. 

ACCEPTANCE OF BYLAWS

The above Revised and Restated Bylaws were reviewed by all Board members and adopted at the regular Board meeting January 2^nd, 2006.  The Revised and adopted Bylaws were presented to the General Membership, and accepted by majority vote, at the regular membership meeting January 17^th, 2006.