Stanwood Camano Arts Guild

BYLAWS
STANWOOD-CAMANO ARTS GUILD

ARTICLE I
Name

The name of this corporation is STANWOOD-CAMANO ARTS GUILD.

The name of this corporation shall not be used by an individual member in connection with any organization, meeting, program or art show not approved by STANWOOD-CAMANO ARTS GUILD.

ARTICLE II
Objects and Purposes

Section 1. This corporation is a nonprofit, nonsectarian and nonpartisan association.

Section 2. The purposes for which this corporation is formed are:

(a) To unite into an association artists and crafts persons who are interested in the appreciation and promotion of the arts and humanities;

(b) To establish good fellowship among members;

(d) To conduct any other business as may be proper under the laws of the state of Washington.

ARTICLE III
Membership

Membership in this corporation shall consist of active members and honorary members.

Section 1. Professional artists and crafts persons who are nominated by a member, and who receive a majority vote of the members, shall be invited to join the STANWOOD - CAMANO ARTS GUILD. Each active member shall have one vote.

Section 2. Honorary members shall be those persons elected to that status by the Executive Committee of this corporation by reason of some outstanding or special service performed for this corporation, or for the general public welfare in regard to the arts. Honorary members shall not have a vote.

Section 3. Nominations for membership. Any member may nominate another artist or crafts person eligible under these bylaws for membership in this corporation. Potential members who receive a 2/3 vote of the members shall be sent an invitation to join. Acceptance of said invitation shall be accompanied by payment of dues for a period one year. Any willful misstatement in the nomination or acceptance shall be grounds for rejection of the application or for expulsion if the member has been elected to membership.

Section 4. Reinstatement. Members whose dues have not been paid by October 1, the date when dues are delinquent, may be reinstated during the one-year period immediately following such lapse, upon the payment of $5.00 together with dues for the current fiscal year.

ARTICLE IV
Dues

Section 1. The annual dues for members of this corporation shall be as determined by the vote of the members at the October meeting each year. Dues for new members shall be paid to the Treasurer of this corporation at the time their acceptance of membership is made.

Section 2. There shall be no dues levied on honorary members.

Section 3. Annual dues shall be levied on all members on October 1 of each year and shall be paid to the Treasurer on or before November 30 of each year.

ARTICLE V
Officers

Section 1. The elected officers of this corporation shall be president, first vice president, second vice president, secretary, and treasurer. Any active member of this corporation may be a candidate for office.

Section 2. The appointed officers of this association shall be those board members and officers as are necessary to carry on the business of this association, appointed by the president and approved by the executive committee.

Section 3. The officers elected at the annual meeting shall be president, first vice president, second vice president, secretary, and treasurer. All elected officers shall take office at the end of said annual meeting and shall serve for a term of two years in each position.

Section 4. A vacancy in the office of president shall be filled by the first vice president or second vice president in the order named, for any vacancy occurring between the installation of officers at the annual meeting in October and the following October. Any other vacancy shall be filled by appointment of the president, subject to the approval of the executive committee.

ARTICLE VI
Duties of Officers

Section 1. The duties of the officers shall be such as are implied by their respective titles or as defined in these bylaws and/or by "Roberts Rules of Order Newly Revised."

Section 2. The president shall preside at all meetings of this association, of the executive committee and of its board meetings. The president shall be an ex-officio member of all committees, except the nominating committee; shall appoint such offices as may be necessary to carry on the business of this corporation, and the chairman of all committees, subject to the approval of the executive committee; and in the event of a tie vote on any matters pending, may cast the deciding vote. The president shall cause to be issued a "call" to annual meeting of all members at least thirty (30) days prior to such annual meeting and shall cause to be attached thereto an agenda for said meeting.

Section 3. The first vice president shall assume the duties of the president in the president's absence; shall be chairman of the membership committee and shall advise prospective members concerning membership. The first vice president shall be chairman of the disciplinary committee and shall immediately investigate any charges against a member and shall have authority to appoint a committee for the purpose of investigating any violations or misconduct.

Section 4. The second vice president shall perform the duties of the president in the absence of the president and the first vice president, and shall be charged with the responsibility of being chairperson of the ways and means committee.

Section 5. The secretary shall record the minutes of the meetings of this corporation and shall supply the officers and committee chairmen with copies of the minutes of the regular meetings. Minutes of the Executive Committee meetings will be supplied by the secretary to that committee. The secretary shall see that all notices are duly given in accordance with the provisions of these bylaws; shall request the treasurer to furnish, no later than the date of the annual meeting, a specified number of copies of a roster containing names, addresses and telephone numbers of all members which the secretary shall distribute to all officers. The secretary shall handle the correspondence of this corporation and shall perform such other duties as may from time to time be assigned to the secretary by the Executive Committee.

Section 6. The treasurer shall have charge of the funds of this corporation and of the disbursements thereof, under the supervision of the Executive Committee. All checks of the corporation shall be signed by the treasurer and the president. The treasurer shall be required to give bond at the discretion of the Executive Committee, the cost of the bond to be paid by the corporation. The treasurer shall keep an itemized account of all moneys received and disbursed and make a report to this corporation at all meetings. The treasurer shall prepare a roster containing names, addresses and telephone numbers of all members and a sufficient number of this roster shall be provided to the secretary for distribution to all officers.

Section 7. It shall be the option of the president to appoint a parliamentarian should it appear that one might be necessary. The parliamentarian shall be chairman of the Rules Committee, and shall interpret the Bylaws of this corporation. The parliamentarian shall rule on questions of order and see that parliamentary rules are followed. The parliamentarian shall approve all proposed bylaws or amendments thereto and shall be chairman of any committee of this corporation for the purpose of amending bylaws.

Section 8. The board members shall assist and advise the president and Executive Committee on all matters regarding the corporation.

ARTICLE VII
Management

Section 1. Executive Committee.

(a) The governing body of this corporation shall be the Executive Committee, composed of the duly elected and qualified officers and the appointed officers of this corporation.

(b) The Executive Committee shall exercise such powers as may be exercised and performed by a nonprofit corporation.

(c) No elected or appointed officer shall receive any salary or compensation, but may be allowed necessary expenses incurred in the performance of their duties on behalf of the corporation.

(d) The Executive Committee may authorize payment of traveling and other expenses of committee chairmen and officers which are deemed necessary to the proper performance of their duties.

(e) Only elected and appointed officers shall have the right to vote on any matter pending before the Executive Committee. In the event of a tie vote, the president may cast the deciding ballot.

(f) The president and secretary of this corporation shall act as ex-officio chairman and secretary, respectively, of the Executive Committee.

(g) A majority of the elected and appointed officers of this corporation shall constitute a quorum for the transaction of business.

(h) The Executive Committee shall have authority to pay obligations not exceeding $50.00, approve appointments made by the president, call committee chairmen to the meetings of the Executive Committee and dispose of emergency matters which arise between meetings of the membership, but shall have no authority to dictate any policy of this corporation.

ARTICLE VIII
Committees

Section l. Standing Committees. The standing committees of this corporation shall be membership, ways and means (fund raising), nominations and elections, rules and regulations, budget, shows (hanging, set up and display), gallery, advertising and public relations, marketing, volunteers, programming (programming and scheduling liaison for events), cultural, history, and any other committees which shall be necessary or reasonable for meeting our goals.

Section 2. Special Committees. Special committees may be appointed by the president, subject to the approval of the Executive Committee.

Section 3. Duties. The duties of the standing committees shall be as follows:

(a) Membership. The vice president shall be the chairman of this committee, the purpose of which is to actively seek new members for this corporation, review membership applications and introduce new members to the membership.

(b) Ways and Means (Fund Raising). The vice president or second vice president shall be the chairman of this committee, which shall have charge of raising funds for this corporation, subject to the approval of the Executive Committee.

(c) Nominations and Elections. This committee shall contact members for nominations for election to offices, investigate the eligibility of all candidates, prepare a listing of proposed candidates and a ballot, and furnish the same to the president so it can be mailed to all members not less than thirty days prior to the meeting at which such election will be held.

(d) Rules and Regulations. The parliamentarian of this corporation shall be the chairman of this committee. This committee shall assist in the preparation of amendments to the rules, regulations and bylaws of this corporation, and keep the members informed as to changes in the bylaws and rules of this corporation.

(e) Budget. The retiring treasurer of this corporation shall be the chairman of this committee which shall assist in the preparation of a proposed budget to be submitted to the new Executive Committee for their approval; to be used as a guide for regulating finances during the ensuing year.

(f) Shows. This chairman shall have the duty of recruiting personnel and providing materials for the hanging, setting up and display of all shows and coordinate the same with the gallery chairman.

(g) Gallery. This chairman shall have the duty of arranging the scheduling of personnel to staff the gallery and the day-to-day management of the gallery, subject to the approval of the Executive Committee.

(h) Advertising and Public Relations. This chairman shall have the duty of editing, approving and handling all newspaper, radio and other publicity releases in connection with this corporation. The chairman shall cooperate with the chairmen of all committees of this corporation in sending out publicity relative to the work of such committees, and information as requested by the Executive Committee.

(i) Volunteers. This chairman shall have the duty of contacting members to find out where and in what capacity members will volunteer their services and to inform the other committees of the names and phone numbers of said volunteers.

(j) Programming. This committee shall have the duty of contacting speakers for and setting up programs for membership meetings.

(k) Historian. This chairman shall have the duty of keeping a history of the progress of this corporation for the current year in book form. This chairman shall have such history book present at meetings for the education of members and shall have past history books present at the annual meetings of this corporation for perusal of the members.

ARTICLE IX
Meetings

Section 1. Members.

(a) Annual Meeting. An annual meeting of the members of this corporation to be known as the annual meeting, shall be held during October of each year, the exact date of such meeting to be determined by the Executive Committee. The president of this corporation shall issue a Call to Annual Meeting to all members and honorary members at least thirty (30) days prior to the annual meeting, and shall cause to be attached thereto an agenda for said meeting and the proposed list of candidates for office and ballot as prepared by the Nominations and Elections Committee.

(b) Regular Meetings. Regular meetings of the members of this corporation shall be held monthly during October through May of each year, date to be set by the Executive Committee.

(c) Special. Special meetings may be called by or at the request of the president, a majority of the Executive Committee, or a majority of the members, and written notice of special meetings shall be given by the secretary to the members at least two weeks prior thereto.

(d) Quorum. A majority of the members present at regular meetings shall constitute a quorum for the transaction of business. Quorums consisting of less than a majority of the active membership shall be subject to change and/or ratification by the active members providing they have not had a minimum of thirty (30) days notice of such transactions.

Section 2. Executive Committee.

(a) Annual. The annual meeting of the Executive Committee shall be held immediately before and at the same place as the annual meeting for the members.

ARTICLE XIII
Parliamentary Authority

Robert's "Rules of Order, Newly Revised", shall be the parliamentary authority where applicable, and where there is no conflict between said rules and the bylaws and articles of incorporation of this corporation.

These bylaws approved by the membership of STANWOOD-CAMANO ARTS GUILD this 15th day of October, 1993.

Treasurer