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4. GOVERNING BODY
*There shall be up to 10 member board of directors. Board members will serve
two year
terms. An exception is made when this policy is first implemented, when two
will
be elected for only a one year term. This will prevent a complete turnover
at one time.
*Board members responsibilities are: to develop a yearly budget, to review
budget from
previous year, to set policy, to resolve disputes, to set annual goals, to
appoint officers,
to serve on committees.
*Officers shall consist of: president, vice president, treasurer, secretary,
and sgt. at
arms.
*Officers terms are for two years.
*President and vice president are elected by members of the guild.
*Other officers are appointed by the board.
*Duties of officers are as follows:
President: calls and conducts meetings, appoints committees.
Vice president: conducts meetings in presidents absence.
Secretary: keeps accurate minutes of meetings and distributes them to
officers and
board members.
Treasurer: handles all guild funds in accordance with budget set by board of
directors,
renews corporate papers with state, prepares yearly financial statement,
pays bills
in a timely manner.
Sergeant at arms: to assist in running meetings, to gather objective
information in case
of disputes, to be aware of and inform the board of potential liability
issues.
*Duties of all officers and board members:
All officers and board members must act in the interests of the guild.
Anyone acting to
harm the guild or its goals will be replaced at a meeting of the board.
Officers and board members are expected to contribute to meetings. If it is
impossible to
attend a meeting, e-mail, conference calls, or fax may be used to
communicate.
Officers and board members agree to follow the decisions made at meetings.
Officers and board members agree to follow and support the bylaws of CCSG.
*Replacement of officers and board members shall occur at regular elections
or if an
officer or board member does not fulfill the requirements of the position.
The person
being replaced shall be notified by the president following discussion at a
regular
meeting, and given a chance to explain his or her situation and intent. At
the next
meeting of the board, a decision will be made regarding replacement. The new
officer
or board member shall be appointed by the board, and may serve immediately.
*It is desirable to have board members who have a sense of the history of
the guild and
who are able to function in a focused and efficient way.
*Officers, too, should be chosen from persons who are able to follow through
on
agreements and act in a way that benefits the guild and its purposes.
5. ETHICS
*Officers and board members are expected to conduct business in an ethical
manner.
*They should have a reputation for honesty and integrity.
*They are expected to honor contracts and agreements.
*They must not misrepresent the guild or incur unauthorized expenses in the
Guild’s
name.
*They must not use their position in the guild for personal gain.
*They must respect the principle of confidentiality in discussions and
decisions which
pertain to individuals or matters requiring confidentiality.
*Officers and board members are expected to understand that decision making
is done as
a group entity at board meetings. As individuals, they do not have the
authority to
make guild decisions except at announced meetings of the board and officers.
*When decisions are to be made by the board and officers, after discussion
of the topic, any member having a conflict of interest must declare the
conflict of interest and absent himself from the voting.
6. MEETINGS
*Board meetings shall be held four times a year, or as needs require.
*Committee meetings will be held as needed by committee members.
*There shall be an annual meeting for the general membership.
*Dates of meetings will be announced .
*Board meetings have the option of including only board members.
*Accurate minutes of meetings shall be kept of all meetings, at least one
copy by the
secretary, one by the president, and one by a designated board member.
*In decisions where there is a conflict of interest or perceived conflict of
interest, this
must be declared, and the person with the potential conflict of interest
must absent
himself from the room when a vote is taken.
*Topics which are confidential are not to be discussed outside the meeting.
*Agenda items will be given priority at meetings.
*Decisions and policies made at regular meetings shall be followed until
such time as the
decision or policy is reconsidered and changed at a regular meeting.
*A quorum shall consist of two thirds of board members and officers present
or communicating. However, if fewer than seven are attending or
communicating, decisions made must be reviewed and ratified at the next
meeting.
.
7. AMMENDMENTS
*Amendments to Bylaws or Articles of Incorporation shall be made at a
regular meeting
of board and office.
*A copy of the Bylaws shall be given to each member of the governing body.
Officers and board members are expected to become familiar with these
bylaws, and use them in conducting Guild business.
8. DISSOLUTION
*In the event of the dissolution of the Cascade Chainsaw Sculptors Guild,
any remaining
funds shall be given to another existing non-profit tax-exempt arts
organization.
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