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National Chimney Sweep Guild

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NCSG Bylaws

BY LAWS

OF THE

NATIONAL CHIMNEY SWEEP GUILD

(Revised April 2013)

 

ARTICLE I:       NAME, SEAL AND OFFICES

 

Section  1.   Name.  The name of this corporation is the National Chimney Sweep Guild (“Guild”).

Section  2.   Seals, Trademarks and Other Indicia.  The Guild shall have a seal of such design as the Board of Directors of the Guild (“Board of Directors” or “Board”) may adopt. If the Guild is required to place its corporate seal to a document, it shall suffice to place the word “(seal)” adjacent to the signature of the person authorized to sign the document on behalf of the Guild. The Guild shall have the sole right to control completely the use of the Seal, and such trademarks or other indicia as the Guild may adopt, as it deems appropriate.

Section  3.   Offices.  The principal office of the corporation shall be at a location designated by the Board of Directors.  The corporation may have such other offices as the Board of Directors may appoint from time to time. The Guild shall maintain in the District of Columbia a registered office and a registered agent whose office is identical with the registered office.

 

ARTICLE II:      AFFILIATED ASSOCIATIONS

Section  1.   Affiliated Association.  Other associations maybe recognized as affiliated associations at such time as a majority of the Board of Directors of the Guild shall determine.  Upon deciding that it well recognize affiliated associations, the Board of Directors shall enact such guidelines as it deems necessary for recognizing, removing and otherwise governing its relationship with affiliated associations.

 

ARTICLE III:     MEMBERSHIP

 

Section  1.   Categories.  Membership categories shall include Voting Members, Associate Members (including   Supplier, Affiliate and Honorary Members), and such other categories as the Board of Directors shall, from time to time, establish.  An entity may join the Guild in more than one membership category if it so qualifies.  Each Voting

Member and Associate Members shall appoint and certify to the Administrative Office of the Guild a person to be its representative to act on behalf of and represent the Member in all affairs of the Guild.  Each Voting Member and Associate Member may also appoint and certify to the Administrative Office of the Guild an alternate representative who shall represent the Member in the event of absence or disability of the designated representative.

Only owners, corporate officers, employees or family members of Voting Members or Associate Members may be designated as representatives or alternate representatives. The term “member,” whether capitalized or not, is a collective reference to all categories of membership described in the Article III.

a.     Voting Members.  Any sole proprietorship, partnership, or corporation engaged in sweeping, servicing, Inspecting, repairing, installing, and/or constructing chimneys shall be eligible for membership in the Voting Member category.  An individual who has previously served as the designated representative of a Voting Member  may, with the approval of the Board of Directors, retain eligibility in this category.  Only this category of membership shall have voting rights in the Guild

b.     Associate Members.  Associate Members shall be entitled to all the privileges of this category of Guild membership as may be determined by the Board of Directors, except that they shall have no vote in the deliberations of the Guild unless otherwise provided herein.

1)     Supplier Members.  Any sole proprietorship, partnership, or corporation which manufactures and/or supplies goods and/or services to the chimney service industry shall be eligible for membership in the  Supplier Member category.

2)     Affiliate Members.  Any  individual or organization which is not engaged in, but has an interested in the chimney service industry, shall be eligible for membership in the Affiliate Member category.

3)     Honorary Members.  Any person deemed to have rendered unusual and exceptional worthwhile service to the industry or the Guild may be elected, upon the majority vote of the Board of Directors, or the adoption of a resolution by the Voting Members of the Guild, to Honorary Membership in the Guild.

Section 2.   Admission to Membership.  Application for membership shall be made in writing on such forms as may be approved by the Board of Director of the Guild.  All applications for membership may be subject to the  approval of a majority of the Board of Directors.

Section  3.   Member Responsibilities and Rights.  A member shall agree to abide by the Articles of Incorporation, Bylaws, and Code of Ethics of the Guild, and to pay such annual dues as are determined by the Board of Directors.  After its first year of membership, each member may be required to submit, along with its annual dues, a renewal application for membership on such forms as may be approved by the Board of Directors.  All renewal applications for membership may be subject to the approval of a majority of the Board of Directors. Except for any matter that requires action by the Voting Members, nothing contained in this Article III vests in any member the right or power to formulate the policies of the Guild or oversee the affairs of the Guild, which powers are solely vested in the Board of Directors.

Section 4.  Resignation and Withdrawal.  Any member may terminate its membership by giving notice, in writing, to the Administrative Office of the Guild at any time.  Any member who resigns or otherwise withdraws, voluntary or involuntarily, from the Guild shall cease to have any interest in the funds, assets, or activities of the Guild, and shall not be entitled to any refunds of any type or in any amount.

Section 5.   Automatic Termination of Membership.  Members who fail to remit their dues within thirty (30) days from the date upon which they are payable shall be notified by the Administrative Office and, if payment is not made within the next succeeding thirty (30) days shall, without further notice and without hearing, be dropped from the Guild’s membership.  However, upon request of a member, and for good cause shown, the Board of Directors may further extend the time for payment of dues and continuation of membership privileges for a period not to exceed sixty (60) days.

 

ARTICLE IV:     MEETINGS OF THE MEMBERSHIP

 

Section 1.   Annual Meeting­.  There shall be an Annual Meeting of the membership, and such other special meetings of the membership as the Board of Directors may direct.  The Annual Meeting shall be held at a place and time set by the Board of Directors.

Section 2.   Notification.  Members shall be officially notified in writing of meetings not less than ten (10) nor more than fifty (50) days in advance.  In the event of special meetings, such notice shall include the purpose or purposes for which the meeting is being called. Any Member may waive notice of any meeting. A Member waives such notice if he or she: (a) before or after the meeting delivers a written waiver of the notice or a waiver by electronic communication which is filed with the records of the meeting or (b) is present at the meeting. Neither the business to be transacted at, nor the purpose of the meeting need to be specified in the waiver of notice of such meeting.

Section 3.   Quorum.  A quorum shall be deemed present at the Annual Meeting or other special membership meetings if at least one-tenth of the membership of the organization is present.

Section 4.   Voting. All decisions of the membership shall be by majority vote, except as provided in these bylaws.  All Voting Members shall be entitled to one vote.  Only the Voting Member representative, or if he/she is unavailable, the alternate representative, if designated by the procedures required under Article III, Section 1, shall be entitled to vote on behalf of the Voting Member.

a.     Ballots. The President, under the direction of the Board of Directors, may submit any matter to be voted on at any annual, regular, or special meeting of the membership by mail or electronic ballot to the Voting Members. All votes must be received by the Guild within thirty (30) days of submission to the Voting Members. Nothing herein shall prevent the solicitation of advisory opinions from Members.

b.     Proxy. Proxy voting shall not be allowed at any Guild meeting under any circumstances. Nothing in these Bylaws shall be interpreted as granting authority for a proxy vote.

 

ARTICLE V:      BOARD OF DIRECTORS

 

Section 1.   Authority and Composition.         

a.     The Board of Directors shall formulate the policies of the Guild and shall in general oversee the affairs of the Guild. 

 

b.     The Board shall consist of eleven (11) members as follows: (i) six (6) “Region Directors” consisting of a representative from each of the six (6) regions established by the Board of Directors, and (ii) five (5) “at-large Directors” consisting of (A) two (2) representatives elected from among the qualified Voting Members of the Guild, (B) one (1) elected from among the qualified Associate Members of the Guild, and (C) two (2) nominated by the Governance Committee and confirmed by the Board of Directors from the general membership of the Guild (hereinafter denoted by the abbreviation “NC”).

 

c.     The Directors shall be divided further into two (2) classes designated as “Term 1 Directors” or “Term 2 Directors.”  The number of Term 1 Directors shall be six (6) and shall consist of three (3) Region Directors and three (3) at-large Directors.  The number of Term 2 Directors shall be five (5) and shall consist of three (3) Region Directors and two (2) at-large Directors. 

 

d.     The immediate past president shall serve in an ex officio capacity on the Board unless his or her term as a Director has not expired (in which case he or she shall continue to have all the rights and privileges afforded Directors as part of Board membership for the remainder of his or her term).

 

e.     In limitation of Article V, Sections 1(b) and 1(c) above, in the event that the Governance Committee is unable to locate a Director candidate from one or more of the regions to serve as a Region Director, (i) an additional at-large Director may be substituted for each of the unfilled regional positions, and (ii) such additional at-large Directors shall be deemed “Region Directors” solely for the purpose of dividing Directors between Term 1 Directors and Term 2 Directors. 

 

f.      Not more than one (1) representative of any company may serve on the Board of Directors at one time, regardless of the company’s having membership in more than one membership category.

Section 2.   Procedure. The term “Directors” is a collective reference to the Board of Directors. The term “Director” is a singular reference to any member of the Board of Directors.

Section 3.   Election.

a.     Procedure.  Elections shall be held by mail or electronic ballot. The Administrative Office shall submit ballots containing the names of the candidates to each Voting Member of the Guild at least forty-five (45) days, but not more than sixty (60) days, before the Annual Meeting. All ballots must be received by the Guild within thirty (30) days of submission to the Voting Members.

b.     Voting.  Each Voting Member of the Guild will be allowed to cast one (1) vote for the Regional Director in its Region, and one(1) vote for each of the at-large Director positions nominated in a given year, provided however, that in an election in which a representative of the Associate (Supplier) Member category is to be elected to an at-large seat on the Board of Directors, that representative shall be elected only by the votes of the Associate (Supplier) Members on a ballot mailed solely to the members of that category. Candidates receiving the highest number of votes for each position shall be declared elected. Results of the election shall be announced at the Annual Meeting of the membership. In the event that two (2) or more individuals receive the same number of votes for the same position, a runoff election will be held, and the person receiving the largest number of votes cast by the Voting Members or Association (Supplier) Members, as appropriate, will be declared the winner.

c.     Seating. Newly elected Directors shall take office at the Board of Directors meeting held immediately preceding the Annual Meeting of the membership, and shall continue in office until their successors shall be duly elected and installed.

d.     Term

(i)     The term of each Director shall be a two (2) year term, and each Director may serve no more than four (4) consecutive full terms, but may be re-elected following the intervention of one (1) year. 

(ii)    A Term 1 Director’s (including those Term 1 Directors identified in Section 3(d)(iii), below) term shall expire at the annual meeting occurring in the next odd numbered calendar year following election.  A Term 2 Director’s (including those Term 2 Directors identified in Section 3(d)(iii), below) term shall expire at the annual meeting occurring in the next even numbered calendar year following election.

(iii)   Term 1 Directors shall be those filling the following six (6) seats:  Region 1, Region 3, Region 5, at-large 1, NC at-large 1 and at-large Associate Member (Supplier) and the Term 2 Directors shall be those filling the following five (5) seats:  Region 2, Region 4, Region 6, at-large 2 and NC at-large 2.

Section 4.   Compensation.  Directors shall not receive any compensation for their service as Directors, but the Board of Directors may, by resolution, authorize reimbursement of reasonable expenses incurred in the performance of their duties.

Section 5.   Meetings. 

a.     Meetings. The Board of Directors shall hold meetings as needed, provided that there are at least four (4) meetings per year. Meetings shall be called by the President or on request of any three (3) Directors. Meetings may be held by means of a telephone conference call or other electronic communication by which all participants may freely and immediately communicate with one another. 

b.     Notice. Notice of meetings shall be provided to all Directors at least five (5) days prior to the meeting. Emergency and telephone conference call meetings may be held on less than five (5) days notice, provided that the only items discussed are the matters for which the meeting was called. Any Director may waive notice of any meeting. A Director waives such notice if he or she: (a) before or after the meeting delivers a written waiver of the notice or a waiver by electronic communication which is filed with the records of the meeting or (b) is present at the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the waiver of notice of such meeting.

c.     Action Without Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors or of any committee may be taken without a meeting if all the Directors or committee members consent in writing to taking the action without a meeting and to approving the specific action. Such consents shall have the same force and effect as a unanimous vote of the Board of Directors or the committee, as the case may be.

 

Section 6.   Quorum and Voting.  A majority of all of the members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. If less than a majority of all the Directors is present at any meeting, in person or by telephone or electronic communication, at such meeting a majority of the Directors so present may adjourn the meeting from time to time, without further notice other than announcement at the meeting until a quorum shall be present.  All decisions of the Board of Directors shall be by majority vote, except as provided herein.  All votes of the Board of Directors shall be by roll call and such votes shall be recorded in the Minutes. Proxy and ballot voting shall not be allowed at any Board of Directors meeting under any circumstances.

Section 7.   Chairpersons.  The President shall serve as Chairperson of the Board of Directors and shall preside at all meetings.  In the absence of the President, the Vice President shall serve as Chairperson of the Board of Directors for such meeting. In the absence of the President and the Vice President, any other Director or Executive Committee member so designated by a majority of the other Directors or Executive Committee members present in person or telephone or electronic communication at the applicable meeting shall convene and preside at such meeting.

Section 8.   Attendance at Board Meetings.  All members of the Board of Directors will be required to attend at least three (3) regularly scheduled Board of Directors meetings during each one-year period of their term.  If this requirement is not met by any Director, the remaining members of the Board may, by majority vote, request the resignation of such non-complying Director.  Directors shall agree to tender their resignation if requested pursuant to this Section.

Section 9.   Vacancies.  Any vacancy occurring on the Board of Directors, except a vacancy in one of the four (4) officer positions, may be filled by the President, subject to the approval of a majority of the remaining Directors of the Board.  The Temporary Director shall serve the remainder of the term, until the conclusion of the next yearly election of Directors, and the installation of the successor.

Section 10.   Resignation.  Any Director may resign at any time by giving written notice to the President or Secretary.  Such resignation shall be subject to acceptance by the Board of Directors. A Director shall be deemed to have resigned immediately upon appointment of his or her successor.

Section 11.   Removal.  For conduct detrimental to the interest of the Guild, any Director may be removed from office by the affirmative vote of two-thirds of the Voting Members present at any regular meeting or special meeting called for that purpose, or at any validly convened meeting of the Board of Directors, by a vote of three-fourths of the elected Directors not including the Director sought to be removed.

a.   Removal may be initiated by any member of the Board of Directors upon presentation of a written statement bearing the name of the Director to be removed and a detailed list of charges justifying the Director’s removal.

                b.   Removal may also be initiated by any Voting Member by presenting to the Board of Directors a petition signed by one-tenth of the Voting Members of the Guild.  Such petition shall bear the name of the Director to be removed and shall present a detailed list of the charges against the Director justifying removal, together with the name, address and number of each Voting Member signing the petition.

                c.   The Board of Directors shall notify the Director proposed to be removed by registered mail of the charges against him or her at least thirty (30) days prior to the Board or membership meeting at which such removal shall be considered.  The Director proposed to be removed shall be entitled to appear and be heard at such meeting.

Section 12. Special One (1) Year Term.  With respect only to the “Region 1” Director and the “At-Large 1” Director, Section 3(d)(ii) of this Article V shall only become effective upon the earlier of the adjournment of, or the seating of the new Directors at, the NCSG Board Meeting immediately preceding the NCSG’s 2015 Annual Meeting.  The “Region 1” Director and the “At-Large 1” Director terms shall be for only one (1) year commencing upon the earlier of the adjournment of, or the seating of the new Directors at, the NCSG Board Meeting immediately preceding the NCSG’s 2014 Annual Meeting and such term shall expire upon the earlier of the adjournment of, or the seating of the new Directors at, the NCSG Board Meeting immediately preceding the NCSG’s 2015 Annual Meeting.

 

ARTICLE VI:     OFFICERS

 

Section 1.   Number.  The officers of the Guild (“Officers”) shall include the President, Vice President, Secretary, and Treasurer, and such other Officers as the Board of Directors may designate from time to time. Any two (2) or more offices may be held by the same person, except the offices of President, Vice President, Secretary and Treasurer. Officers must concurrently be Directors of the Guild, provided, however, that the Director elected from among the qualified Associate Members of the Guild shall not be eligible to serve as an Officer.

Section 2.   Election and Term.  The Board of Directors shall elect the Officers of the Guild at the annual meeting, or, in the case of vacancies, as soon thereafter as convenient. All Officers shall hold office for one (1) year or until their successors are duly elected and installed.  Such election shall be held annually at the Board of Directors meeting immediately preceding the Annual Meeting of the membership.  At the Annual Meeting immediately following the Board of Directors meeting, the newly elected Officers shall be installed in their offices.  Directors eligible for office shall have served on the Board of Directors for a minimum of nine (9) months immediately prior to election. In addition, to be eligible to serve as President, the Director shall have served as an officer for a minimum of one (1) full term in accordance with this Article VI, Section 2, except in the case of the Vice President filing the vacated term of the President in accordance with Article VI, Section 3. New offices may be created and filled at any meeting of the Board of Directors. Officers shall be eligible for reappointment to the same or any different officer position. No officer may serve more than three (3) consecutive full or partial terms in the same office, but may be re-elected to that office following the intervention of one (1) year.

Section 3.   Vacancies.  If the office of President is vacated, it shall be filled, for the remainder of the term, by the Vice-President.  Vacancies in any other officer position shall be filled, for the remainder of the term, by a member of the Board of Directors elected by a majority of the Board of Directors.

Section 4.   Compensation.  The President, Vice President, Secretary, and the Treasurer shall not receive any compensation for their service as officer, but the Board of Directors may, by resolution, authorize reimbursement of reasonable expenses incurred in the performance of their duties.

 

ARTICLE VII:    DUTIES OF OFFICERS

 

Section 1.   President.  The President shall cause to be called and preside at all meetings of the membership, the Board of Directors, and the Executive Committee, unless otherwise stipulated in these Bylaws, and shall be a member ex-officio, without the right to vote, of all committees except the Governance Committee.  The President shall perform such other duties as are necessarily incident to the office of president and as may be prescribed by the Board of Directors.

Section 2.   Vice President.  The Vice President shall assume the duties of the President in the event of the President’s temporary disability or absence from meetings, and shall succeed to the presidency if that office shall become vacant prior to the expiration of the President’s term of office.  The Vice President shall have such other duties as the President or Board of Directors may assign.

 

Section 3.   Secretary.  The Secretary shall be responsible for the preparation and serving of all notices of meetings of the Guild, the keeping of a record of all proceedings, and the attesting and affixing of the Guild’s seal to all to documents requiring the same.  The Secretary shall be responsible for the performance of such other duties as are usual for such official or as may be duly assigned.  The Secretary may delegate responsibility for his or her duties in a reasonable manner.

 

Section4.   Treasurer.  The Treasurer shall be responsible for the preparation of the Guilds annual budget and annual financial reports(s).  The Treasurer shall ensure that the annual financial reports(s) of the Guild are properly prepared, as specified by the Board of Directors, and signed by a competent Certified Public Accountant the annual financial reports and the annual budget shall thereafter be considered and approved by the Board of Directors.  The annual report for each fiscal year, after being approved by the Board of Directors, shall be published in the Guild’s official publication in a timely fashion.  The Treasurer shall be responsible for ensuring that an account is kept of all moneys received and expended for the use of the Guild.  Any funds collected or disbursed by the Guild shall be deposited in appropriate accounts administered through the Guild Administrative Office.  The Treasurer may delegate responsibility for his or her duties in a reasonable manner.

 

Section 5.  Other Duties. Any Officer, including those specifically named above, shall have such duties (in addition to those specified in these Bylaws) as the Board of Directors determines to be necessary or appropriate from time to time.

Section 6. Removal; Resignation. Any Officer may be removed by the Board of Directors from any Officer position held by such person at a meeting, whenever in the Board of Director’s judgment the best interests of the Guild will be served thereby, and without need for advance notice or hearing or other formality, including any statement of the reasons, if any, for such action. Any such removal shall be without prejudice to the contract or other legal rights, if any, of the person so removed. Any Officer may resign at any time effective upon receipt by the President or Secretary of the Guild of a written notification from the resigning Officer.

 

ARTICLE VIII:   STAFF

 

Section 1.  Executive Director.  The Guild may employ an Executive Director who shall serve at the pleasure of the Board of Directors.  Such Executive Director shall manage and direct all operations, programs, activities, and affairs of the Guild, functioning within the framework of policy aims and programs as determined by the Board of Directors.  The Executive Director shall be responsible for the employment, compensation, and termination of employment of members of the Guild’s staff and supporting personnel.  The powers and duties of the Guild’s staff shall be as assigned or as delegated by the Executive Director. The Executive Director shall be responsible for preparation of meeting notices, ballots, agendas and minutes.  The Executive Director shall have such other duties as may be prescribed by the Board.

Section 2.  Legal Counsel.  The Guild may retain a General Counsel whose office shall have such responsibilities as may be assigned by the Board of Directors.  The General Counsel’s office shall provide advice relative to the Guild’s legal issues.  The Board of Directors shall submit to the General Counsel for review all agendas, minutes and other documents it deems to be of legal significance required by, or produced for, the Guild.

 

ARTICLE IX:     COMMITTEES

 

Section 1.   Committees.  There shall be four (4) Standing Committees.  The Standing Committees shall be the Executive, Governance, Budget and Finance, and Bylaws.  Subject to the approval of the Board of Directors, the President may also appoint such additional committees as may be deemed appropriate to carry on the work of the Guild.  Such committees may include Voting Members and Associate Members.

a.   Chairpersons.  The President shall, subject to the approval of the Board of Directors, appoint the chairpersons of all committees, except as otherwise provided in these Bylaws.

                b.   Vice Chairperson.  Upon receiving a notice of appointment to chair a committee, each chairperson shall designate a vice chairperson from among the committee members.  In the absence of the chairperson, all of his or her duties shall devolve upon the vice chairperson.

                c.   Committee Members.  Chairpersons shall, subject to the approval of the Board of Directors, select the members of their committee, except as otherwise provided herein.

                d.   Eligibility.  Except where otherwise provided, any Voting Member or Associate Member of the guild may be a committee chairperson, vice chairperson, or a member of one or more committees.

                e.   Compensation.  Members of committees shall not receive any compensation for their service as committee members, but the Board of Directors may authorize reimbursement of reasonable expenses incurred in the performance of committee members’ duties.

f.   Committee Procedures and Records. Members of committees may establish the procedures that shall govern their activities, except as provided otherwise in these Bylaws, in the Articles, as otherwise required by law or as otherwise directed by the Board of Directors.

 Section 2.    The Executive Committee.  The President, Vice President, Secretary, and Treasurer of the Guild shall constitute the Executive Committee.  The Executive Committee shall exercise the full powers of the Board of Directors between meetings of the Board of Directors, unless specifically limited by these Bylaws.               

a.   Meetings.  Meetings of the Executive Committee shall be called by the President or by two (2) of the other members of said committee.

                b.   Quorum and Voting.  A quorum consisting of three (3) of the four (4) members of the Executive Committee must be present to transact any business.  A vote of three (3) of the members of the Executive Committee shall govern in all matters, except as otherwise provided in these Bylaws.

                c.  Chairperson. The President of the Guild shall serve as Chairperson of the Executive Committee.

Section 3.   Governance Committee.  A Governance Committee, consisting of a minimum of five (5) Voting Members, a majority of whom shall not be Directors of the Guild, shall be appointed by the President, subject to the approval of the Board of Directions, not less than one hundred eighty (180) days before the Annual Meeting of the membership of the Guild, to develop a slate of nominees for seats on the Board of Directors.

                a.   Chairperson.  One (1) of the members of the Governance Committee shall be the Secretary of the Guild, who may serve as the Chairperson of the Governance Committee.

                b.   Nomination.  The Governance Committee shall solicit and nominate, whenever possible, two or more candidates for each seat vacant or soon to be vacant.  All candidates must be the designated representative of a Voting Member or Associate Member of the Guild, and the member company must have been a member of the Guild for at least one year at the time of nomination.  The Governance Committee shall submit a slate of nominees to the Administrative Office of the Guild not later than ninety (90) days before the Annual Meeting.

                c.   Nomination by Petition.  A voting member, whose nomination as a candidate for election to the Board of Directors has been submitted to the Governance Committee or the Guild’s Administrative Office at least one hundred twenty (120) days before the Annual Meeting and in accordance with the terms of Article IX, Section 3(b) of these Bylaws, and who is not selected for inclusion on the Governance Committee’s slate of nominees, may be placed on the ballot by petition from the membership, subject to the approval of the Nominating Committee as to eligibility and willingness to serve.  Forty-five (45) or more signatures of Voting Members of the Guild for a specific nominee shall be sufficient to have that candidate’s qualifications confirmed by the Governance Committee, and his or her name placed on the ballot.  Such petitions for nomination shall be submitted to the Administrative Office of the Guild not less than sixty (60) days before the Annual Meeting.  There shall be no write-in candidates on the official ballot.

Section 4.   Budget and Finance Committee.  The Budget and Finance Committee shall be responsible for reviewing the annual operating budget and periodic financial reports of the Guild, and shall present its recommendations to the Executive Committee and to the Board of Directors.  The Budget and Finance Committee shall recommend policies concerning management of the financial resources of the Guild, systems for internal financial control, establishment of membership dues, allocation of funds, and the general dues structure , including those revisions to the structure deemed necessary to provide the required revenues.

                a.   Chairperson.  The Treasurer of the Guild shall serve as Chairperson of the Budget and Finance Committee.

Section 5.   Bylaws Committee.  The Bylaws Committee shall be responsible for reviewing the Guild’s Bylaws and making recommendations, from time to time, to the Board of Directors for such amendments as the Committee may conclude are in the best interest of the Guild.  When requested by the Guild’s President, this Committee shall also be responsible for rendering interpretation of the provisions of the Bylaws.

Section 6. Other Committees. The President shall create such additional committees as may be necessary or appropriate to carry on the work of the Guild and shall constitute such committees as deemed appropriate.

 

ARTICLE X:      FISCAL YEAR

Section 1. Fiscal Year. The fiscal year of the Guild shall be as determined by the Board of Directors.

Section 2. Checks, Drafts, Contracts, etc.

a.     Checks, Drafts, etc.   All checks, drafts, orders for the payment of money, notes or other indebtedness issued in the name of the Guild, bills of lading, warehouse receipts, obligations, bills of exchange, and insurance certificates shall be signed or endorsed by such Officer or Officers or agent or agents of the Guild and in such manner as shall from time to time be determined by resolution of the Board of Directors, or of any committee to which such authority has been delegated by the Board of Directors. In the absence of this determination by the Board of Directors or committee, the instruments shall be signed by the Treasurer (or Assistant Treasurer, if any) and countersigned by the President (or Vice President, if any) of the Guild.

b.     Contracts.  The Board of Directors may authorize any officer(s) or agent(s) of the Guild, in addition to the Officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Guild, and such authority may be general or confined to specific instances.

Section 3. Deposits; Accounts.  All funds of the Guild, not otherwise employed, shall be deposited from time to time in general or special accounts in such banks, trust companies, or other depositories as the Board of Directors or any committee to which such authority has been delegated by the Board of Directors may select, or as may be selected by the President or by any other Officer of Officers or authorized agent or agents of the Guild, to whom such power may from time to time be delegated by the Board of Directors.

Section 4. Investments; Gifts.  The funds of the Guild may be retained in whole or in part in cash or be invested and reinvested on occasion, in such property, real, personal, or otherwise, or stock, bonds, or other securities as the Board of Directors in its sole discretion may deem desirable, without regard to the limitations, if any, now imposed or which may hereafter be imposed by law regarding such investments, and which are permitted to not-for-profit organizations under applicable law. Except as otherwise required by statute, the Board of Directors may accept on behalf of the Guild any contribution, gift, bequest or devise for the general purposes or any special purpose of the Guild.

 

ARTICLE XI:     ADMENDMENTS

Section 1.   Bylaws. 

a. ProcedureThe procedure for amending, repealing, or altering these Bylaws, in whole or in part, is as follows: Upon proposal by the Board of Directors, or upon a Petition containing thirty (30) or more signatures of Voting Members of the Guild, these Bylaws may be amended, repealed, or altered, in whole or in part, by approval of the Voting Members through a mail or electronic ballot, with a two-thirds majority of those voting required for passage.  All votes must be received by the Guild within thirty (30) days of submission to the Voting Members.  If adopted, said amendments will take effect at the first Board of Directors or Annual membership meeting, whichever occurs first, following the close of the balloting.

 

 

 

Section 2.   Articles of Incorporation.  The Guild shall have the power to amend its Articles of Incorporation: provided, however, that the Board of Director shall first adopt a resolution setting forth the proposed amendments(s), and directing that it be submitted to a vote at the annual or special meeting of Voting Members. 

a.  Written notice setting forth the proposed amendment(s) or a summary of the changes(s) shall be given to each Voting Member not less than ten (10) days, nor more than fifty (50) days prior to the date of the Annual or special membership meeting at which the proposed amendment(s) is to be considered.

b. The proposed amendment(s) shall be adopted upon receiving the affirmative vote of at least two-thirds of the votes entitled to be cast by Voting Members present at such meeting.

 

ARTICLE XII:    NONPROFIT NATURE; DISSOLUTION

Section 1.  Non-Profit.  The Guild shall be a non-profit corporation and shall not have the authority to issue capital stock. The Guild shall be operated and maintained by such support as may be stated in the Bylaws or as the Board of Directors shall determine to be necessary or acceptable for the proper functioning of the Guild. Under no circumstances shall any of the net earnings or assets of the Guild inure to the benefit of, or be distributable to, any member, Director or officer of the Guild, or other private persons, except that the Guild shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein.

Section 2.    Dissolution.  The Guild may, pursuant to a Board of Directors resolution, be dissolved by a two-thirds vote of the Voting Members present at an Annual or a special meeting of the Guild.  Written or printed notice stating that the purpose, or one of the purposes, of such meeting is to consider the advisability of dissolving the Guild, shall be given to each Voting Member not less than ten (10) nor more than fifty (50) days before the date of such meeting.

Section 3.   Distribution of Assets.  Upon adoption of such resolution by the Voting Members, the Guild shall cease

to conduct its affairs except insofar as may be necessary for the winding up thereof, shall immediately cause a notice of the proposed dissolution to be mailed to each known creditor of the Guild, and shall proceed to collect its assets and apply and distribute them as provided in the Articles.

 

ARTICLE XIII:   PROCEDURAL MATTERS

Section 1.   Parliamentary Rules.  The usual parliamentary rules, as set forth in Roberts Rules of Order (as revised), shall govern all deliberations and meetings of the membership, Board of Directors, Officers and Committees of the Guild, when not in conflict with these Bylaws.

Section 2.   Notice.  Unless otherwise indicated, notice under these Bylaws shall be by mail or other mode of transmittal to the last recorded address or telephone number of the person or entity to receive notice. In addition to the waivers described in Article IV, Section 2 and Article V, Section 5b, whenever any other notice is required to be given under an applicable status or under the provisions of the Articles of the Bylaws, a waiver in writing signed by the persons entitled to the notice, whether before or after the time stated there, shall be deemed equivalent to the giving of notice.

Section 3.  Books and Records.  The Guild shall keep correct and complete books and records of its accounts and transactions and shall keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors. The books and records shall be in written form or in any other form that can be converted within a reasonable time into written form for visual inspection, and kept (together with a copy of the Article and Bylaws) at the offices of the Guild. Minutes shall be recorded in written form but may be maintained in the form of a reproduction.

 

ARTICLE XIV:   LIMITATION ON LIABILITY

Nothing herein shall constitute members of the Guild as partners for any purpose.  No member, Director, officer, or employee of the Guild shall be liable for any debt, liability or other obligation of the Guild, nor shall any member, Director, officer, or employee be liable for his or her acts or failure to act under these Bylaws, except for any act or omission to act arising out of his or her willful malfeasance. All persons, corporations, or other entities extending credit to, contracting with, or having any claim against, the Guild may look only to the funds and property of the Guild for the payment of any such contract or claim, or for the payment of any debit, damages, judgment or decree or of any money that may otherwise become due or payable to them from the Guild.

 

ARTICLE XV:    INDEMNIFICATION

Section 1.  Indemnity; Other Rights.  The Guild shall provide for indemnification by the Guild of any and all of its members, Directors, Officers, agents or employees or former members,  against expenses actually and necessarily incurred by them in connection with the defense of any action, suit, or proceeding, in which they or any of them are made parties, or a party, by reason of having been members, Directors, Officers, or employees of the Guild, except in relation to matters as to which such member, Director, officer, or employee or former member, Director, officer, agent or employee shall be adjudged in such action, suit or proceeding to be liable for willful malfeasance in the performance of duty and to such matters as shall be settled by agreement predicated on the existence of such liability for willful malfeasance. The foregoing right of indemnification shall not be deemed exclusive of any other rights to which such Director, Officer, committee member or employee may be entitled, under these Bylaws, agreement, vote of Board of Directors, or otherwise.

Section 2.  Insurance.  The Guild may purchase and maintain insurance on behalf of any person who is or was a Director, Officer, committee member or employee of the Guild, or who is or was serving at the request of the Guild as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the Guild would have the power to indemnify such person against such liability under the provisions of this Article XV.

 

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