By Laws
ARTICLE I
Name
The name of this organization shall be the Palmetto Woodturners. This organization shall also be identified by the acronym “PW, and may be referred to in these by-laws simply as the “Chapter”.
ARTICLE II
Mission Statement
Our mission is to provide education and information to those who are interested in woodturning. We define woodturning as the shaping of wood using a lathe, which results in objects and images that range from the familiar to the profound. This includes everything from decorative and functional bowls, boxes, and vessels, to furniture, architectural spindles, toys, tools, musical instruments, and sculptural objects.
ARTICLE III
Purposes and Objectives
In following the thrust of our Mission Statement, the Palmetto Woodturners shall promote an interest in woodturning for persons of all levels of competence and experience, including beginners and advanced professionals; to provide up-to-date information, education and guidance for all members; to stimulate creativity, and to explore new methods and techniques for advancing woodturning as both a creative craft, and as a unique art form; and to encourage membership in, and continued support for, the American Association of Woodturners.
ARTICLE IV
Relationship to the American Association of Woodturners
The Palmetto Woodturners shall be a Chapter of the American Association of
Woodturners, Inc. (AAW), and shall support and participate in the activities
of that organization. All officers of the Chapter agree to be members in good
standing of the AAW. The Chapter will encourage all members to become affiliated
with the AAW. The AAW specifically disassociates itself from any
debts, obligations, or encumbrances of the Chapter; the AAW and its Board
of Directors shall have no legal or financial responsibility in the affairs
of the Palmetto Woodturners or its Board of Directors.
ARTICLE V
Membership
Section A, Qualifications: Regular Membership shall be open to all persons eighteen (18) years of age or older. Membership shall be contingent upon the payment of dues as provided for in Article IV of the By-Laws.
Section B, Categories of Membership: The Chapter shall have the following categories of membership:
a) Regular Member - Is any one person who practices woodturning as a profession or avocation, or is interested in woodturning.
b) Associate Member - Is any person under the age of eighteen (18) years, or any individual designated by the Board of Directors at a duly organized meeting, and voted unanimously by those present to attain that category. Associate Members shall be exempt from the payment of any dues or fees, and shall be entitled to all privileges of regular members, except the right to vote or hold office.
c) Honorary Member -Is an individual designated by a Board Member or chapter member that has contributed to the chapter in an exemplary manner. Members nominated for this status will be reviewed at a duly organized Board Meeting, and voted unanimously to attain that category. Honorary Members shall be exempt from the payment of any dues or fees, and shall be entitled to all privileges of regular members, except the right to vote or hold office.
Section C, Removal of Member: Removal of any member of the Palmetto Woodturners may be accomplished by a majority vote of the full Board of Directors.
ARTICLE VI
Dues
Section A, Annual Dues: All members shall pay dues as recommended by the Board of Directors and approved by the membership. Dues for members joining during the year shall be pro-rated semi-annually.
Section B, Renewal Dues: Will be due on January 1st and payable no
later than the last day of February. Members who do not pay their dues prior
to the March meeting shall be considered to have dropped their membership.
Such persons must pay the full annual dues in order to reinstate their membership
for the current year. Exceptions to the above may be considered by the Board
of Directors should extenuating circumstances be present.
ARTICLE VII
Fiscal Year
The fiscal year of the Chapter shall be the calendar year, and may be changed by the Board of Directors if such change will benefit the Chapter.
ARTICLE VIII
Meetings
Section A, Monthly Meetings: Regular meetings of the Chapter shall be held on the first Saturday of each month, or at alternative times, with the time and location determined by the Board of Directors and announced in the newsletter, or by direct mail.
Section B, Special Meetings: Special meetings may be called by the Chapter’s Board of Directors. Also, upon written request of 20% of the Chapter’s membership, the Board of Directors shall call a meeting to discuss a specific subject. Notice of a “Special Meeting” shall be published in the Chapter’s newsletter, or by separate email or direct mail letter, at least 20 days prior to the date of the meeting. This notice will show the date, time, and place of the meeting, and will include a proposed agenda.
Section C, Quorum: The presence in person, or by proxy, of 25% of members of the Chapter entitled to vote shall be necessary to constitute a quorum for the transaction of business. Members are entitled to vote only if current dues have been paid.
Section D, Proxies: Every member of the Chapter entitled to vote at any regular meeting may vote in proxy. A proxy shall be in writing and is revocable at the pleasure of the member executing it. Unless the duration of the proxy is specified, it shall be invalid after six (6) months from the date of its execution.
ARTICLE IX
Board of Directors
Section A, Powers: The Board of Directors shall be the governing body of the Chapter, and shall have all powers necessary to conduct the business of the Chapter, which are consistent with these By-Laws. The Board of Directors shall nominate Directors, Officers, and appoint committees and special positions as may be required. The Board of Directors shall also have the power to abolish any committee or special position.
Section B, Number and Manner of Election: The Board of Directors shall
consist of four (4) Officers and no less than four (4) elected Directors,
plus the currently serving members in the positions of: Newsletter Editor,
Program Chairman, Southern States Representative, and the Immediate Past President.
The Board of Directors will determine the number of Directors desirable and
select a slate of nominees in September, present it to the membership at the
October meeting, and accept any floor nominations at that time. Elections
will be conducted at the November meeting with newly elected Directors assuming
duties on January 1st. Election will be by a simple majority of votes cast
by the membership present.
Section C, Terms of Office: Elected Directors shall serve for terms of two (2) years. No Director may serve more than two (2) complete consecutive terms. Terms of the elected Directors should be staggered to maintain some degree of continuity within the Chapter organization. Arrangement of terms will be coordinated by the currently serving Directors. The Chapter secretary will record the term of each Director and advise the Board which Directors term expires each year.
Section D, Meetings of the Board: A regular meeting of the Board of
Directors shall be held within 30 days of the annual election of Officers
and Directors. The President may, when he or she deems necessary, or the Secretary
shall, at the request in writing of three (3) members of the Board, issue
a call for a special meeting of the Board, at least ten (10) days before the
appointed date for the meeting. Due to distances involving considerable travel,
special meeting items and related decisions requiring Board approval, may
be accomplished via email or direct mail. Proposals must be clearly stated,
and responses returned to a designated member of the Board of Directors within
seven (7) days.
Section E, Quorum: In regular meetings, a simple majority of Directors present will constitute a quorum. In email ballots (decisions), a majority of Directors currently in office will be required to determine an affirmative vote.
Section F, Vacancies: Whenever any vacancy occurs on the Board of Directors by death, resignation, or otherwise, it shall be filled without undue delay by a majority vote by ballot by the remaining members of the Board of Directors at a regular Board meeting, or at a special meeting which shall be called for that purpose. The election shall be held as soon as possible, but no later than sixty (60) days after the occurrence of the vacancy. The person so chosen shall hold office for the remainder of the term of the Director he or she replaces.
Section G, Removal of Directors: Any one or more of the Directors may be removed with just cause, at any time, by a vote of two-thirds of the members present at any special meeting called for that purpose.
ARTICLE X
Officers
Section A, Number: The officers of the Chapter shall consist of a President, a Vice President, a Secretary, and a Treasurer. These Officers shall serve on, and be included in the Board of Directors. At the discretion of the Board of Directors, the positions of Secretary and Treasurer may be combined.
Section B, Method of Election: The Officers (3 or 4) shall be elected
at the November meeting of the Chapter, and shall serve for terms of one (1)
year. A slate of officers shall be developed by the Board of Directors in
September, presented to the membership at the October meeting, and combined
with any nominations from the floor at that time. The election of Officers
will take
place at the November meeting with the newly elected Officers assuming full
duties on January 1st as the calendar year begins. Elections will be by a
simple majority of votes cast by the membership present.
Section C, Duties of Officers: The duties and powers of the Officers of the Chapter shall be as follows:
PRESIDENT - The President shall be the chief executive officer of the
Chapter; shall chair all meetings of the Board of Directors, and regular monthly
meetings of the Chapter; shall be authorized to make deposits and withdrawals
of the Chapter’s funds for Chapter purposes; and shall have the power
to enter into and sign contracts in the name of the Chapter whenever such
contracts are authorized by the Board of Directors. The President shall have
the authority to
make committee appointments, and will coordinate the appointment and actions
of an Audit Committee , as required.
VICE PRESIDENT - In the case of death, or the absence of the President, or of his or her inability from any cause to act, the Vice President shall perform the duties of the Office of President.
SECRETARY - The Secretary shall attend and keep minutes of all meetings of the Chapter, its Officers, and its Board of Directors. The Secretary shall conduct all correspondence and carry into execution all orders, votes, and resolutions not otherwise committed; shall keep a list of the members of the Chapter; shall notify the Officers and members of their appointment to committees; and shall maintain a list of the expiration date of each Director’s term of office. In the case of absence or disability of the Secretary, the President may appoint a Secretary Pro Tem.
TREASURER - The Treasurer shall be responsible for handling, depositing, and accounting of all funds of the CHAPTER, and shall provide a quarterly report to the Board of Directors of all receipts, disbursements, and monies on deposit.
Section D, Bond of President & Treasurer: The Board of Directors
may require that the President and Treasurer give a surety bond in an amount
determined by the Board of Directors. A validated copy of the surety bond
shall be presented to the Board of Directors prior to assuming the handling
of the assets and specifically his or her signing of any checks. The cost
of the surety
bond will be paid for by the Chapter.
ARTICLE XI
Equipment, and supplies
The Board of Directors shall coordinate the acquisition of all equipment, and shall regulate and/or restrict the use of any equipment and supplies belonging to the Chapter.
ARTICLE XII
Amendments
These By-Laws may be amended from time to time by the membership. Such action shall be preceded by giving all Chapter members ten (10) days prior notice of the meeting at which such amendments will be considered, and all provisions for proxies and mail in ballots shall have been given. Corrections and clarifications made to these By-Laws shall not be considered as amendments.
ARTICLE XIII
Indemnification
Each person who has been, now is or shall hereafter be a member of the Board
of Directors, an Officer, or committee member of the Chapter, shall be indemnified
by the Chapter to the extent of its treasury funds and as permitted by law
against all expenses reasonably incurred by him or her in connection with
any action, suit, proceedings or the settlement or compromise thereof, or
payment of any judgment or fine resulting therefrom in which he or she may
become involved by reason of any action taken or omitted by him or her provided
that such action was taken or omitted in good faith for the Chapter.
ARTICLE XIV
Rules of Order
The meetings of the Chapter shall be conducted in accordance with Robert’s Rules of Order.
R.J. GOULD
5/15/05
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