Constitution and Bylaws
LLOYDMINSTER POTTERS GUILD
CONSTITUTION & BYLAWS
AUGUST 2009
Preamble: The bylaws of the Lloydminster Potters Guild will outline the structure of the Lloydminster Potters Guild. The bylaws will state the rights and responsibilities as well as the power of the members – individually and in assembly – to make decisions. The bylaws will state what limits of power are put on the executive committee to make decisions both with and without prior consultation with the general membership. The bylaws outlined below will try to balance the powers of the general membership and those of the executive to handle the affairs and business of the Guild in the most efficient and fair way possible.
ARTICLE 1 NAME
The organization shall be known as the Lloydminster Potters Guild (LPG) and shall be referred to in these bylaws as the “Guild”.
ARTICLE 2 PURPOSES
The following are the purposes for which this organization has been organized:
2.1 To promote the art and craft of ceramics in Lloydminster
To promote individual artistic growth
To promote the artistic standing of the Guild
To provide a forum for local potters to share their experiences and knowledge of clay
To provide studio facilities for Guild members
ARTICLE 3 OFFICE
3.1 The office of the Guild shall be located at Barr Colony Heritage Cultural Centre (BCHCC), Lloydminster, SK or until the general membership shall by a majority vote, decide to move the office to the Guild.
ARTICLE 4 MEMBERSHIP
4.1 ELIGIBILTY
4.1.1 Membership shall be available to any person interested in the purposes of the Guild set forth in Article 2.
4.1.2 Membership in this Guild shall not prohibit or inhibit a member from belonging to or holding office in any other organization, association, group, or other affiliation.
4.2.3 The Board of Directors retains the right to approve as well
as expel all members.
4.2 CLASSIFICATIONS
4.2.1 The Guild shall consist of general members, associate members and honorary members.
4.2.2 Members shall be required to agree to and abide by the Membership Expectations as outlined on the Registration form.
4.2.2.1 Members shall be required to agree to and abide by the Guild Code of Ethics and Studio Etiquette as outlined in the Studio Handbook.
4.2.2.2 Members shall be required to agree to and abide by the Guild Constitution & Bylaws.
4.2.3 General Membership: Any one person interested in the purposes of the Guild set forth in Article 2.
4.2.3.1 General Membership includes full membership benefits, such as access to Guild bisque and glaze firings, Guild glazes, and Guild library resources.
4.2.4 Associate Membership: Associate members are expected to assist with fundraising efforts, be able to attend membership meetings, and have access to Guild email, website, and library.
4.2.4.1 An Associate membership will provide the member with access to all Guild kiln firings.
4.2.4.2 An Associate membership does not provide the member with studio access except for the purpose of glazing.
4.2.6 Members of all classes as described in Article 4 shall each be
entitled to receive Guild emails as well as of any unpriced publications.
4.3 SESSION MEMBERSHIPS
4.3.1 The rate of session membership for each class of membership shall be fixed by the Board of Directors.
4.3.2 Dues shall be payable at time of registration. Membership status will be given at such time when registration fees have been processed.
4.4 DUTIES OF A MEMBER
4.4.1 It shall be the duty of all members to:
4.4.1.1 Abide by the bylaws of this organization,
4.4.1.2 Never to reveal any of its workings or deliberations to anyone not entitled to know the same,
4.4.1.3 Work to further the interests of the Organization and to assist its’ officers and directors in any way they are able.
4.6 REINSTATEMENT
4.6.1 On written request signed by a former member and filed with the secretary, the Board of Directors, by the affirmative vote of a majority of the board, may reinstate a member to membership on such terms as the Board of Directors may deem appropriate.
ARTICLE 5 DUTIES OF THE BOARD OF DIRECTORS
A. The members of the Board of Directors shall be elected by a majority vote of members in good standing of the organization.
B. The business and affairs of the Organization shall be managed by the Board of Directors. The board may appoint committees for the any purpose, including an executive committee that may exercise any of the authority of the board, with final approval by the Board of Directors.
C. The Board of Directors shall keep correct and complete books and records of the accounts and shall also keep minutes of the proceedings of its members, board of directors and committees having and exercising any of the authority of the board of directors, and shall keep at the principal office a record giving the names and addresses of the members entitled to vote. All books and records of the corporation may be inspected by any member, or his agent or attorney, for the purpose at any reasonable time. Minutes of each meeting shall be made available in the administrative office upon request.
5.1 The Board of Directors shall consist of: Chair; Vice Chair; Secretary; Treasurer and Webmaster (known as the “Board”).
5.2 These members shall perform the duties set forth by these bylaws and beyond that by Parliamentary Authority as described in Roberts’s Rules of Order (Revised).
5.3 Newly elected officers shall take office at the first Board of Directors meeting following the election.
5.4 A member of the Board of Directors shall serve a term of two years, or until a successor is elected. The positions of Chair, Treasurer and Webmaster shall come up for election in even numbered years, the position of Vice Chair and Secretary in odd numbered years.
5.5 The financial signing authorities for the Organization shall be the Chair and Treasurer, and one designated director.
5.6 No financial signing authority of the Organization shall authorize payment which shall compensate them personally either directly or through a third party. Payment of this nature must be made on the signing authority of the other two authorized members.
5.7 Members of the Board of Directors shall serve without remuneration and no member shall directly or indirectly receive any remuneration, salary or profit from the position of Member of the Board of Directors. However, Members of the Board of Directors may be reimbursed for reasonable expenses incurred in the performance or their duties.
ARTICLE 6 DUTIES AND RESPONSIBILITIES OF
BOARD OF DIRECTORS
6.1 BOARD CHAIR
6.1.1 Is a member of the Board of Directors.
6.1.2 Serves as the Chief Volunteer of the Organization.
6.1.3 Is a partner with the Board of Directors in achieving the Organizations’ mission.
6.1.4 Provides leadership to the Board of Directors, who sets policy.
6.1.5 Chairs meeting of the Board of Directors and develops the agenda in collaboration with other Board members.
6.1.6 Encourages Board’s role in strategic planning.
6.1.7 Appoints the chairpersons of committees, in consultation with other Board members.
6.1.8 Serves ex officio as a member of committees and attends their meetings when invited.
6.1.9 Discusses issues confronting the Organization with the Board of Directors.
6.1.10 Helps guide and mediate Board of Directors actions with respect to organizational priorities and governance concerns.
6.1.11 Reviews any issues of concern to the Board of Directors.
6.1.13 Plays a leading role in fundraising activities.
6.1.14 Evaluates annually the performance of the organization in achieving its mission.
6.1.15 Performs other responsibilities assigned by the Board of Directors.
6.1.16 Shall oversee the general management of the affairs of the
Organization and shall have the power to enforce all orders and resolutions passed by the members or the Board of Directors.
6.1.17 Is the signing authority of the Organization in all members
6.2 VICE CHAIR
6.2.1 Is a member of the Board of Directors.
6.2.2 Performs Chair responsibilities when the Chair cannot be available (Article 6.1).
6.2.3 Reports to the Board’s Chair.
6.2.4 Works closely with the Chair and other members.
6.2.5 Participates closely with the Chair to develop and implement officer transition plans.
6.2.6 Performs other responsibilities as assigned by the Board of Directors.
6.2.7 Is successor to the Chair position.
6.3 COMMITTEE CHAIR
6.3.1 Is a member of the Board of Directors.
6.3.2 Sets tone for the committee work.
6.3.3 Ensures that members have the information needed to do their jobs.
6.3.4 Oversees the logistics of committee’s operations.
6.3.5 Reports to the Board’s Chair.
6.3.6 Reports to the full Board of Directors on committees’
decisions/recommendations.
6.3.8 Assigns work to the committee members, sets the agenda and runs the meetings, and ensures distribution of meeting minutes.
6.3.9 Initiates and leads the committee’s annual evaluation.
6.4 WEBMASTER
6.4.1 Is a member of the Board of Directors.
6.4.2 Maintains and updates both Guild website and email.
6.5 BOARD OF DIRECTORS- SECRETARY
6.5.1 Is a member of the Board of Directors.
6.5.2 Maintains records of the Board of Directors and ensures effective management of Organization’s records.
6.5.3 Records and keeps a file of the minutes of 1) Board of Directors meetings; 2) The Annual General Meeting; 3) General membership meetings.
6.5.4 Ensures minutes are distributed to members shortly after each meeting.
6.5.5 Is sufficiently familiar with legal documents (articles, by-laws,
etc.) to note applicability during meetings.
6.5.6 Receive and answer correspondence as required.
6.5.7 Perform duties as assigned by the Board of Directors.
6.6 BOARD OF DIRECTORS- TREASURER
6.6.1 Is a member of the Board of Directors
6.6.2 Manages finances of the organization. Has the care and custody of all the fund and securities of the Organization and deposits the same in the name of the Organization in such bank or trust company as the Board of Directors may select.
6.6.3 Administrates fiscal matters of the organization. Signs all cheques, drafts, notes, and orders for the payment of money and shall pay out and dispose of the same when, as, and accurate accounts of receipts and disbursements in the books of the Organization.
6.6.4 Renders to the Chair and Board of Directors whenever they may require an account of all transactions and of the financial condition of the Organization.
6.6.5 Ensures development of financial statements and enables the Board of Directors review of financial policies and procedures.
6.6.6 Provides annual budget to the Board of Directors for members’ input and approval.
6.6.7 Has the financial books audited by the end of July.
6.6.8 Is a signing authority for the Organization in all matters relating to finances of the Organization.
6.6.9 Ensures that appropriate tax receipts are issued to donors.
6.6.10 Ensures that all taxes are paid in a timely manner and that
appropriate income and related documents are prepared and submitted to the relevant authorizes.
6.6.11 Performs other duties as assigned by the Board of Directors
ARTICLE 7 ANNUAL GENERAL MEETING
7.1 The annual meeting of the members shall be held in August of each year, for the purpose of electing the Board of Directors, and for the transaction of such other business as may come before the meeting. Written notice and agenda for the Annual General Meeting shall be provided 30 days or more in advance of the Annual General Meeting.
7.2 If election of the Board of Directors is not held that day, the Board of Directors shall call a special meeting of the members as soon thereafter as is convenient.
7.3 The meeting shall be held at the office of the organization, unless some other place is specified in the annual meeting notice.
7.4 At or prior to the Annual General Meeting the Board of Directors shall present to the members an annual report that includes the following information:
7.4.1 Assets and liabilities, including trust funds, as of the end of the last fiscal year
7.4.2 Major changes in assets and liabilities, including trust funds, during the year immediately preceding the date of the report.
7.4.3 The Organization’s receipts both unrestricted and restricted to particular purposes, during the year immediately preceding the date of the report.
7.4.4 The Organization’s disbursements, for both general and restricted to particular purposes, during the year immediately preceding the date of the report.
7.4.5 The number of members in the Organization, a statement of increase and decrease in such number during the year immediately preceding the date of the report, and a statement of the place where the names and places of residence of the current members may be found.
7.4.6 The annual report must be verified by the Chair and treasurer and filed with the records of the Organization. An abstract shall be entered in the minutes of the annual general meeting.
7.5 ORDER OF BUSINESS
Reading of the minutes of the proceeding meeting
Finical Report
Reports of the Board of Directors
Reports and Committees
Old and unfinished business
New Business
Review of the Constitution
Adjournment
7.6 RESOLUTIONS and AMENDMENTS TO THE BYLAWS
Notice of resolutions and/or amendments to the Bylaws to be voted upon at the Annual General Meeting shall be given 30 days prior to the Annual General Meeting. By majority vote of members attending the Annual General Meeting late resolutions or amendments may be considered by members at the Annual General Meeting.
7.7 QUORUM
A quorum, for any meeting (including the annual general meeting), shall be the majority of members present who are in good standing and eligible to vote.
7.8 PROXY VOTES
There shall be no voting by Proxy. Only members in good standing at the time of the Annual General Meeting and who are present shall be allowed to cast votes.
7.9 MEMBER MEETINGS
7.9.1 Meetings of the membership may take place
as are necessary throughout the year.
7.9.2 The year for the purposes of the Guild shall be defined as August to June.
7.9.3 These meetings will typically take place once a month; however, they may occur at any location or time as deemed appropriate by the Board of Directors.
7.10 SPECIAL MEETINGS
7.10.1 The Chair or Vice Chair of the Board of Directors are able to call a special General Meeting of members to deal with extraordinary circumstances. The Board of Directors may then put in effect those conclusions resulting from said meeting.
7.10.2 The special meeting shall only deal with the matter/reason for which the meeting is called: no other business shall be transacted during the special meeting.
ARTICLE 8 MEETINGS OF THE BOARD OF DIRECTORS
8.1.1.1 Meetings of the Board of Directors shall be called by the Chair, or by the vice chair or secretary whenever directed by the Chair, the Board of Directors, or 3 members thereof.
8.1.2 The chair shall conduct the meetings of the Board of Directors. In the absence of the chair, the duties of shall devolve upon the succeeding member who is present in the following order: vice-chair, secretary.
8.2 Decisions shall be made by absolute majority vote of the Board of Directors members present.
8.3 Any member may attend a Board of Directors meeting unless the meeting is specifically closed. They must be silent unless asked to speak by the Chair; they must not be present if they are the subject of discussion; they may not vote on Board of Director issues.
8.4 Members of the Board of Directors missing three consecutive regular meetings without just cause are deemed removed.
8.5 Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of her predecessor in office.
8.6 A meeting shall be adjourned or rescheduled if a quorum of members is not present. A quorum shall be determined to be 5% of voting members in good standing.
ARTICLE 9 COMMITTEES
9.1. Except when otherwise stipulated in these Bylaws, the Chair of the Organization appoints chairs and approves members of such committees as are necessary and shall be an ex officio member of all committees.
9.2. Committees shall consist of no fewer than 2 members.
9.3. Terms of committees shall be until the committee’s tasks have been completed or until directed otherwise by the Board of Directors.
9.3.1. SUB COMMITTEES
9.4.1 Ad Hoc Committees or Sub Committees may be established from time to time by the board of Directors or by the membership at the Annual General Meeting.
9.4.2 Sub Committees shall have terms of reference established by the Board of Directors or Membership.
9.4.3 Sub Committees shall be deemed to no longer exist when their mandate has been completed.
9.4.4 The length of the mandate of sub committees shall not normally exceed one year.
9.4.5 Sub committees may elect a chair and a secretary and report through the Board of Directors and/or Membership.
9.4.6 For the duration of its existence the Sub Committee Chair may sit as a non-voting member of the Board of Directors.
ARTICLE 11 VOTING
11.1 At all meetings, except for the election of officers and directors, all votes shall be by show of hand. For election of officers ballots shall be provided which do not tend to indicate the identity of the person casting such ballots.
11.2 At any regular or special meeting, if a majority so requires, any question may be voted upon in the manner and style provided for election of officers and directors.
11.3 At all votes by ballot the Chair of such meeting shall, prior to the commencement of balloting, appoint a committee of 2 who shall act as “Inspectors of Election” and who shall, at the conclusion of such balloting, certify in writing to the Chair the results and the certified copy shall be physically affixed in the minute book to the minutes of that meeting.
11.4 No inspector of that election shall be a candidate for office or shall be personally interested in the question voted upon.
ARTICLE 12 RATIFICATION AND AMENDMENTS
12.1 These bylaws may be altered, amended, or repealed, and new bylaws may be adopted by the Board of Directors at any regular or special meeting of the Board of Directors; provided, however, that membership provides prior approval of substantially altered articles with respect to quorum.
12.2 Amendments shall take immediate effect unless stated otherwise.
ARTICLE 13 EMPLOYEES
13.1 The Board of Directors has the authority to appoint paid Organization employees as needed for conducting Organization business.
13.2 The Board of Directors shall outline the duties and responsibilities of these employees and these employees are responsible to the Board of Directors.
13.3 Employees are non-voting members of the Board of Directors.
ARTICLE 14 EXSISTENCE AND DISSOULUTION
14.1 This Organization shall continue in perpetuity unless terminated by a vote of 5% of its members.
14.2 In the event of possible dissolution the Organization will go on hiatus for the span of one year. At the conclusion of that year, in the event of insufficient membership, the Organization will dissociate.
14.3 In the event of dissolution, Guild members will be given first opportunity to purchase Guild supplies. Remainder supplies shall be donated to a charitable organization.
