NORTHEASTERN OKLAHOMA WOODTURNERS ASSOCIATION BY-LAWS
ARTICLE I NAME AND OFFICE
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 these bylaws it may be referred to as the “Association”. The official acronym shall be “NEOWTA”.
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 PURPOSE
1. The Association’s purpose is to foster a wider understanding and appreciation for woodturning as a craft and as an art form. The Association intends to offer such services as a website, introductory classes, youth education, video programs, library, seminars, clinics, shows and exhibits.
2. The Association will not undertake any action which will jeopardize its recognition as a Section 501(c) (3) of the Internal Revenue Code organization.
ARTICLE III MEMBERS
a. Any person interested in woodturning, whether amateur or professional, may become a member of the Association, accompanied by payment of one year’s dues.
b. Any firm or corporation may become a member by the means provided by the Association, accompanied by payment of one year’s dues.
c. Any person may be voted an Honorary Lifetime Membership of the Association, by the Board of Directors of the Association. Honorary Members shall not be obligated to pay dues.
d. Membership dues and payment schedule shall be established by the Board of Directors. A schedule of annual fees shall be listed on the membership application. If dues are not paid within two months of their due date, membership shall be forfeited.
e. Membership Revocation—Membership may be revoked with cause by a three fourths (3/4) majority of the Board at any meeting of the Board, the member in question shall be given notice immediately following the Board meeting at which revocation action is initiated that membership revocation will be voted on at the next Board meeting and the alleged cause. The member shall have an opportunity to address the Board prior to a revocation vote. The discussion and vote shall be in executive session. Causes may include inappropriate language, action or gestures, unsafe or grossly inconsiderate practice or others that the Board may deem appropriate. A written petition to the Board by three members of the Board or six members of the Association shall be required to initiate the membership revocation action.
2. Benefits of Members
It is the intention of this Association to offer its membership:
a. For Woodturners of all levels, technical information about wood and woodturning tools, machinery, safety tips, and a way to establish and maintain communication among others with similar interests by means of a monthly meeting.
b. Also, for Woodturners of all levels, the Association intends to offer its membership, seminars and clinics provided by national and internationally recognized Woodturners at least three times a year.
c. For galleries and other dealers in lathe-turned objects, a vehicle for notifying turners and the interested public, about sponsored shows or seminars featuring such works. Corporate Members shall be provided a free link on the website and access to the Association Bulletin Board.
d. For retail sellers of wood, tools, machinery, finishes and other supplies, highly focused access to those who purchase such goods and services.
e. All Members in good standing shall have the right to vote at the Association Elections of Officers and Directors. There shall be no voting by proxy.
f. 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.
3. Transfer of Membership. Membership in the Association is not transferable or assignable.
ARTICLE IV MEETINGS
1. Regular Meetings.
a. Regular meetings of the membership shall be held monthly on a schedule determined by the Board of Directors and posted on the Website
b. Regular meetings of the Board shall be scheduled to be held at such times and places as the President, in consultation with the Board, shall determine. Notice of Board meetings shall be provided to the Board and membership (7) seven days prior to the meeting.
2. Special Meetings
Special meetings of the membership or the Board may be called by 1/3 of the members of the Board at any time provided that (7) seven days’ notice and an agenda are provided to either the membership or the Board as appropriate.
3. Emergency Meetings
Emergency meetings of the Board may be called by phone by the President in situations where quick action is required for reasons deemed appropriate by the President.
4. Committee meetings
Committee meetings will be called by committee chairs by giving notice to all committee members.
a. A quorum for Committee or Board meetings is one half of the Committee or Board membership plus 1.
b. A quorum for the membership meetings shall be 40% of the members in good standing.
c. The presiding officer shall determine the presence of a quorum prior to calling the meeting to order.
6. Records of Meetings
a. Attendance and minutes of actions of all membership and Board meetings shall be taken by the Secretary.
b. Committee chairs shall record the committee actions (minutes) and recommendations.
ARTICLE V BOARD OF DIRECTORS
1. General Powers:
a. 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.
b. Directors shall have a general knowledge of the bylaws of the Association and assure that they are adhered to in all Board Transactions.
c. Directors shall act on behalf of the membership in all aspects of their duties.
2. Number: The Board of Directors will consist of nine (9) persons, the four elected officers, the immediate past President and four elected at-large members of which two are elected on alternating years.
3. Tenure: All officers shall serve for a period of one year, commencing January 1 of the year following their election. All Directors shall serve for a period of two years, commencing January 1 of the year following their election. Current officers and Directors shall serve through the end of the fiscal year in which they began their term. Directors may serve no more than two successive terms but may be reelected following a one year absence from the Board. Except for the President, who can serve no more than two consecutive terms, all officers may be reelected.
4. 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. A Director appointed to fill a vacancy shall begin service immediately and hold office for the unexpired term of the predecessor.
5. Removal of Directors (Directors may only be removed by vote of the membership)
a. Removal by the Board. A majority vote at any regular or special meeting of the Board of Directors shall be required to submit the removal of any officer or Director to the membership. Notice shall be provided to all directors that the removal of an officer or Director will be on the agenda of the Board meeting. A majority vote of the membership at
a the subsequent regular Membership meeting shall be required to remove such officer or Director and election of a replacement who shall have been nominated by the Nominating Committee and nominations will also be open from the floor. Notice shall be provided to all members that the removal of a Director and election will be on the agenda of the meeting.
b. Removal initiated members. A petition to the Board signed by a minimum of 10% of the members in good standing may also be used to initiate the removal process. The petition shall include the name of the replacement officer or Director who shall have agreed to serve the remaining term of the removed officer or Director. The petition shall be accepted by the board and removal voted on at the next regular meeting of the membership.
6. Resignation: A Director may resign at any time by giving written notice to the President or the Secretary of the Association. Unless otherwise specified in the notice, the resignation shall take effect upon receipt by the President or Secretary of such notice. Acceptance of the resignation shall not be necessary to make if effective. A Director will be deemed to have resigned if he or she misses three consecutive Board Meetings without a valid excuse. The validity of excuse will be determined by the other members of the Board.
7. 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.
ARTICLE VI OFFICERS
1. The officers of the Association shall be: President, Vice President, Secretary, and Treasurer.
2. The President shall preside at all meetings of the membership and Board of Directors. The President shall be the principal executive officer and shall be responsible to the Board of Directors for the general supervision of the affairs of the Association. The President shall be ex-officio a member of all standing and special committees. The President shall not serve more than two consecutive years.
3. The Vice President shall in the absence, resignation, incapacity, or removal of the President, assume the duties of the President.
4. The Secretary shall keep the minutes of all proceedings and attendance 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. The Secretary shall maintain an archive of minutes and Association membership lists as well as be the custodian of the bylaws. In the event of absence of the Secretary from any Association meeting requiring minutes, an interim Secretary shall be appointed by the chair prior to proceeding with the meeting. The Secretary shall issue Notice of all meetings of the Members and of the Board of Directors.
5. 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. 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 list of current paid members including their names, address phone numbers and e-mail addresses. The Treasurer shall also maintain a file of important correspondence relating to tax and other matters and shall complete all of the required local, state and federal tax filings. The Treasurer shall be a member of the Finance Committee and assist in the development of the annual budget. The Treasurer shall, from time to time, furnish to the Board of Directors the current status of the budget and other financial reports.
ARTICLE VII ELECTION OF OFFICERS AND DIRECTORS
AND NOMINATING COMMITTEE
1. The Nominating Committees shall present a slate of officers, directors and members of the subsequent year’s nominating committee to the Membership at the October meeting. Each candidate shall be a member in good standing in the Association and the American Association of Woodturners (AAW) and willing to serve in the position for which they are nominated.
2. Following the presentation to the membership of the slate at the October meeting, the Nominating Committee shall accept nominations for Officers and Directors and subsequent year’s nominating committee from the floor. Candidates nominated from the floor must be members of the AAW and have indicated a willingness to serve in the position for which they are nominated. The final slate of Officers, Directors for and subsequent year’s nominating committee election, will be posted on the Association website prior to the election.
3. Election of officers and Directors shall take place at the November meeting of the Association. Voting shall be done by secret ballot. Officers and Directors shall take office at the beginning of the fiscal year, January 1.
4. The three (3) member Nominating Committee for the subsequent year will be also be elected by secret ballot in November by the membership from the slate of five (5) candidates provided by current year Nominating Committee.
ARTICLE VIII COMMITTEES
a. The President appoints all committees except the nominating committee and their chairs subject to approval of the Board.
b. Each committee shall serve until the end of the fiscal year or until their assigned task is complete.
c. The committee chairperson is responsible for preparing an agenda for each meeting and preparing reports to the Board.
d, All committees report to the Board.
e. The President is ex-officio a member of all committees.
f. The Board may add or delete duties to the committee’s responsibilities from time to time.
g. Committee chairs may make motions for the Board’s consideration but may not second nor vote on a motion.
2. Standing committees and their duties:
a. Nominating Committee: The Nominating Committee is elected the previous year by the membership. The Nominating Committee will provide a slate of qualified officers at the October meeting of the membership. The Nominating Committee will also provide a slate of (5) five qualified members who would be willing to serve on the subsequent year Nominating Committee of (3) members which will be elected by the membership.
b. Programs Committee: Responsible for arranging for monthly programs and selection of and contracting for clinic demonstrators.
c. Facilities Committee: Responsible for design, remodeling and maintenance of all aspects of the building and surrounding property.
d. Library Committee: Responsible for checking out and receiving all tapes, books and magazines owned by the Association.
e. Raffle Committee: Responsible for purchase of tool raffle items, sale of raffle tickets and distribution of bring back tickets.
f. Finance Committee: Responsible for preparation of the annual budget by the first Board meeting of the fiscal year. The budget will be based on input from each committee chair and the Board. The Treasurer shall be a member of this committee.
g. House Committee: Responsible for set up, take down and clean up of the tables and chairs as required for each meeting.
h. Equipment Committee: Responsible for the cleanliness and maintenance of all Association owned equipment.
i. Education Committee: Responsible for developing programs to educate members including beginning wood turners utilizing Association facilities and Association Member’s skills.
j. Fund Raising Committee: Responsible for applying for grants, appeals to Foundations, and annual fund raising appeal to members.
k. Outreach and Membership Development: Responsible for developing programs and demonstrations to develop new members both at Association Facilities and at other venues of opportunity such as retirement centers and the Tulsa State Fair.
l. Executive Committee. The Executive Committee shall consist of the officers of the Association. The Executive Committee shall have the responsibility for administering the scholarship program of the Association and other duties that the Board may from time to time assign.
3. Special Committees: The President may appoint a committee and chair to address any subject for which there in no standing committee. Special committees shall serve until they make their final report to the Board.
4. Committee Vacancies: The various committee chairpersons with the consent of the President shall have the power to fill vacancies in their committees.
5. Web Master: The webmaster shall be appointed by the President and responsible for maintaining the Official Association Website.
ARTICLE IX FISCAL YEAR
The fiscal year of the Association shall begin on the first day of January in each year.
ARTICLE X NOTICE
Notice is the provision of information about the time, place, and purpose of a meeting of any entity of the Association. Notice to Directors and Members shall be in writing and may be delivered personally at any Regular or Special meeting, by mail, by facsimile, or by e-mail to the Directors or Members at their postal or e-mail addresses appearing on the current roster of the Association. Notice by mail shall be deemed to be given at the time it is deposited in the United States mail. Notice by facsimile or e-mail shall be deemed to be given when sent.
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 members and 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.
The above Amended Bylaws were approved and adopted effective March 5, 2013 at a meeting of the Board of Directors held for such purpose, among others. A quorum of the board was present and a majority voted to approve these Amended Bylaws. Prior notice and presentation of the proposed Bylaws Amendments was provided to the membership at the February 2013 regular meeting of the membership.
Original signed by Bruce Holden, Secretary and John Scott, President.
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John Scott, President Date Bruce Holden, Secretary Date