Triskeli Guild Bylaws
Table of Contents
Bylaws Of The Triskeli Guild
Adopted May 2008
Adopted May 1997
Revised March 1998
Revised March 1999
Revised May 1999
Revised May 2001
Revised December 2002
Revised March 2003
Revised October 2003
Revised January 2003
Revised and Adopted May 2008
1.1 The name of the Corporation shall be The Triskeli Guild (the “Guild”).
2.1 The Triskeli Guild is an all-volunteer BDSM organization dedicated to promoting and educating an alternative lifestyle community. We encourage participation by all genders, races, and sexual preferences. We advocate risk aware consensual play AND safe sex. We have all levels of experience from the curious to the very knowledgeable.
2.2 The major goals of the Guild are:
2.2.1 To establish and maintain the highest standards of ethics and conduct
2.2.2 To facilitate BDSM knowledge and safety through meetings, contacts, discussions, events, and publications;
2.2.3 To improve the knowledge, skills, and capabilities of BDSM practitioners through high standards of education, and achievement.
3.1 The principal offices of the Guild shall be located in Whatcom County, Washington. The Guild may also have additional offices at such other places, within or outside Washington, as its business and activities may require, and as the Board of Directors may, from time to time, designate.
3.2 The county or state of the Guild’s principal office may be changed by amendment of these bylaws. However, the Board of Directors may change the address of the principal office from one location to another within the above-named county by noting the new address and effective date of change below and such change shall not require or be deemed an amendment of these bylaws.
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4.1 The Triskeli Guild is a nonprofit Guild formed under the laws of the State of Washington.
4.2 Except as otherwise provided in the Articles of Incorporation and these Bylaws, the Guild shall have all powers granted it under law.
5.1 The Guild was organized and shall be operated exclusively for educational, charitable, and literary purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
5.2 For such purposes, this may include the making of distributions to organizations that qualify as exempt under Section 501(c)(3) of the Internal Revenue Code.
6.1 In conducting its activities and operations, the Guild shall at all times be bound by the limitations and restrictions specified in its Articles of Incorporation and this section of the Bylaws.
6.2 The Guild shall abide by all local, state, and federal laws that apply to non-profit organizations in conducting its activities and operations. In addition, the Guild shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of its exempt purposes.
6.3 No part of the net assets or earnings of the Guild shall inure to the benefit of, or be distributable to, any member, director, officer, or other private person, except that the Guild shall be authorized and empowered to pay reasonable compensation for actual services rendered.
6.4 No substantial part of the activities of the Guild shall be the carrying on of propaganda or otherwise attempting to influence legislation, and any such activities shall be strictly non-partisan in nature.
6.5 The Guild shall not participate or intervene in, including the publishing or distributing of statements, any political campaign on behalf of or in opposition to any candidate for public office. In addition, the Guild shall not employ or continue in its employ any incumbent of public office, or any announced candidate for public office.
6.6 The Guild shall be financially supported primarily by gifts and contributions from its membership and the public and income generated from activities substantially related to its exempt purpose. In addition, the Guild shall not, except to an insubstantial degree, engage in any regular business ordinarily carried on for profit.
6.7 In the event of dissolution of the Guild, any assets remaining after payment of all debts, liabilities, expenses, and other financial obligations and costs of the Guild shall be distributed for one or more exempt purposes within the meaning of Section 501(c) (3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to a local, state, or federal government agency or program for a public purpose. Any assets not so distributed shall be disposed of exclusively for exempt purposes by a Court of Competent jurisdiction in the county in which the principal office of the Guild is then located, or shall be distributed to such organization(s) which are organized exclusively for such purposes as said Court shall determine.
1.1 The Guild shall have one class of members. Additional classes of members, the manner of election or appointment of each class of members, and the qualifications and rights of each class of members may be established by amendment to these Bylaws.
2.1 Membership shall be open to all persons that understand and support the purpose, mission and goals of the Guild and pay the required dues.
2.2 Membership shall be determined without regard to sex, race, creed color, religion, marital or relationship status, sexual orientation, national or ethnic origin, citizenship, or any sensory or physical challenge.
2.3 Membership in the Guild shall be open to any individual 18 years of age or older.
3.1 Membership dues shall be determined by the Board.
3.2 Dues can be paid in person at Triskeli Guild events, sent by mail to the Triskeli Guild Post Office Box, or via online registration.
4.1 The Board of Directors may revoke any membership for cause, as determined by that body with a minimum of five (5) Directors voting in favor of the action.
4.2 The Board of Directors shall discuss revocation questions in confidence in private meeting, according to due and fair process, with additional Guild members that are directly involved in the issue participating for information only.
5.1 Each member entitled to vote on issues submitted to the members shall be entitled to one vote upon each such issue.
5.2 Each member entitled to vote at an election of Directors may cast one vote for as many persons as there are Directors to be elected.
1.1 Directors are responsible for overall policy and direction of the Guild.
2.1 The Guild shall have a minimum of seven (7) Directors, whom shall be known collectively as the Board of Directors.
2.2 The number of Directors may be increased to a maximum of fifteen (15) members, and such increase shall not be deemed, or require, an amendment of these Bylaws.
2.3 The number of Directors may be increased by unanimous consent of the board and shall be confirmed at the next election by majority vote of the membership at the next annual meeting of members or special meeting of members for election purposes.
2.4 Additional Directors may be added as membership grows and as new affiliate chapters join.
3.1 A member of the Guild must meet the following criteria in order to be eligible to serve as a Director:
3.1.1 Must be a member in good standing;
3.1.2 Must believe in and support the purposes, mission, and goals of the Guild; and,
3.1.3 Must be considered “independent”.
3.2 For purposes of this Section, the term "independent" shall mean that:
3.2.1 In order to maintain impartiality of the board, each Director must have no business, family, or personal (outside of simple friendship) relationships with other board members.
3.2.2 If a relationship of this type develops between board members, at least one of the involved members will be asked, and expected to resign their position on the board.
4.1 Subject to provisions of law and any limitations set forth in the Articles of Incorporation and these Bylaws, all powers of the Guild shall be vested in, and exercised by or under the supervision and direction of, the Board of Directors. The government and policy-making responsibilities of the Guild shall be vested in the Board of Directors, which includes ensuring the mission is being carried out, maintaining fiduciary responsibility, maintaining ethical standards, respect and support staff, respect other board members, enhance the public and professional image of the organization, and recruit other volunteer leaders.
5.1 Any Guild member in current standing may make nominations.Nominations may be made up to four weeks prior to the May elections and shall be submitted to the Secretary via email until nominations close at the annual membership meeting. Candidates may be nominated or may nominate themselves.
5.2 The Guild members shall elect the Board of Directors. The election of directors shall be conducted at the annual meeting of members in May, or at any special meeting called for this purpose. Candidates must accept their nominations in person at the election meeting or present written notice of their acceptance to the Secretary prior to the election.
5.3 The candidate for each director position who receives a simple majority of the votes cast shall be deemed elected.
5.4 Election of new directors or re-election of current directors shall occur as the first item of business at the annual meeting of members or at any special meeting of members for the election of directors.
5.5 The Audit Committee will perform an audit of all election results, including spot checking ballots to ensure that the recorded ballots reflect the actual intent of the membership. The Secretary will forward the election ballots to the Audit Committee at the conclusion of the election. Any improprieties discovered by the Audit team will be brought before the board for resolution.
6.1 Elected directors shall be seated immediately and shall hold office for a period of three (3) years or until such time as his or her successor has been duly qualified and seated.
6.2 There shall be staggered terms of office for Directors so that one-third of the directorships shall be up for election each year (or if the number does not evenly divide by thirds, the board shall be divided as close to thirds as possible).
6.3 The system for staggered terms of office shall be implemented as follows:
6.3.1 At the meeting of the Board of Directors at which these bylaws are adopted, first there shall be a request by the Chair for three volunteers for one year initial term, two volunteers for two year initial term and two volunteers for a three year initial term. Assuming all director terms have been volunteered for, the terms shall be set by unanimous board resolution.
6.3.2 If there are directors who have not volunteered for a term, there shall be a drawing to determine the initial term of those remaining directors.
6.4 After the drawing, one-third (1/3) of the board members shall have an initial term of one year, one-third (1/3) of the board members shall have a term of two years, and one-third (1/3) of the board members shall have a term of three years.
6.5 After the initial term, all directors shall be elected for three (3) year terms.
6.6 Directors may be elected to any number of terms.
7.1 Directors shall serve without compensation, except that, upon 2/3 majority vote of the board, they may be allowed advancement or reimbursement of reasonable expenses incurred in the performance of their duties.
7.2 Reasonable expenses shall be determined by the Board in its sole discretion.
8.1 Directors shall not be held personally liable for debts or other financial obligations of the Guild.
9.1 It shall be the duty of the Board of Directors to perform any and all duties imposed on them collectively or individually by law, the Articles of Incorporation, and these Bylaws.
9.2 Specifically, the Board shall:
9.2.1 Meet at such times and places as are required by these bylaws or necessary to conduct the affairs of the Guild;
9.2.2 Register and maintain a current address with the Secretary of the Guild where notices of meetings may be sent;
9.2.3 Elect from its members a Chairperson, Vice Chairperson, president, vice-president, secretary and Treasurer to serve a one (1) year term, or until their successors are elected and qualified by accepting their offices;
9.2.4 Appoint replacements to fill vacancies in the Board resulting from circumstances other than the expiration of a term;
9.2.5 Formulate and adopt all policies, rules, procedures, and regulations concerning the conduct of the Guild’s business, including the establishment of membership dues;
9.2.6 Review and approve all expenditures and contracts for expenditures in excess of $1,000.
9.2.7 Recommend to the full membership any sale or incumbency of real property belonging to the Guild. The general membership may be notified by email, mail or fax, and a minimum of twenty percent (20%) of members in good standing must respond with its approval to effect such a sale or incumbency;
9.2.8 Consider any matter recommended to the Board for approval and action;
9.2.9 Ensure that the exempt purposes and public service mission of the Guild are carried out;
9.3 Chair of the Board: Reports to the full Board of Directors. Serves as Chairperson and presides over all meetings of the Board of Directors. Prepares agendas for these meetings in collaboration with the President. Appoints all board committee chairpersons and charges committees, and serves as an ex officio member of these committees. The Chairperson ensures that the Guild’s exempt purposes and mission is being carried out and that its bylaws and established policies are being followed. Communicates regularly with and supports the President. Receives and reviews communications, reports, and proposals from all officers, committees, and staff. Reports periodically to the Board of Directors. Helps train and otherwise prepare the Chairperson-elect for the responsibilities of the position. Represents the Guild to other organizations, the media, and the public at large.
9.4 Vice Chair of the Board: Performs the role and responsibilities of the Chairperson during the absence or temporary incapacity of the Chairperson, and accedes to the Chairperson position in the event of a permanent vacancy. Becomes familiar with the responsibilities of the Board Chairperson, the activities and positions of the organization, and the functioning of the President’s office.
10.1 Vacancies on the Board of Directors shall exist on the death, resignation, or removal of any director, or whenever the number of authorized directors is increased. Unless otherwise prohibited by law, such vacancies shall be filled by a majority of vote of the Board until the next scheduled election.
10.2 If the number of directors remaining in office after a vacancy is less than a quorum, said vacancy shall be filled by majority approval of the directors remaining in office, or by a sole remaining director.
10.3 A person elected to fill a vacancy on the Board shall hold office in interim status until the next election of Directors by Members, or until his or her death, resignation, or removal from office
10.4 When a vacancy on the Board exists, the Secretary may receive nominations for new members from present Board members two weeks in advance of a Board meeting. These nominations shall be sent out to Board members with the regular Board meeting announcement, to be voted upon at the next Board meeting.
10.5 Resignation from the Board must be in writing and received by the Secretary. A Board member shall be dropped for excess absences from the Board if s/he has three unexcused absences from Board meetings in a year. A Board member may be removed for other reasons by a three-fourths vote of the remaining directors.
1.1 The Guild shall have a minimum of four (4) officers, consisting of a President, Vice President, Secretary, and Treasurer.
1.2 The Guild may also have such additional Vice Presidents, Assistant Secretaries, Assistant Treasurers, and other officers with such titles as the Board may from time-to-time determine.
2.1 Any qualified and seated Director may serve as an Officer of the Guild.
Section 3 Nomination & Election
3.1 The Board of Directors shall elect officers of the Guild. Any current Board member may nominate officer candidates, and the election of Officers shall be conducted at any regular or special meeting of the Board of Directors. Candidates must accept their nominations in person at the election meeting, or present written notice of the acceptance to the Secretary prior to the annual election.
3.2 The candidate for each office who receives a majority of the votes cast for that office shall be deemed elected. If a majority is not obtained on the first ballot, the two candidates receiving the largest number of votes shall be placed on a second ballot, and all other candidates for the office shall be dropped from the second ballot. Unsuccessful candidates shall be eligible for subsequent nomination to other offices for which balloting has not yet been conducted.
4.1 Elected Officers shall be seated immediately and shall hold office until he or she dies, resigns, is removed, or is otherwise disqualified to serve, or until his or her successor has been duly elected, qualified, and seated, whichever occurs first. Newly elected Officers shall be seated at the regular May Meeting. Retiring Officers shall continue to serve until the end of the fiscal year. All elected Officers shall serve a one-year term in office or until a successor has been duly elected and qualified.
5.1 Officers shall have such powers as are given them by the Board of Directors.
6.1 General: Officers shall serve as voting members of the Executive Committee, and as Chairpersons of Standing and Special Committees as appointed by the Chairperson or assigned by these Bylaws. Officers shall assist the Chair of the Board and the President as requested; and shall have specific duties and responsibilities as outlined below.
6.2 President: Reports to the Chair of the Board. Serves as Chairperson of the Executive Committee and presides over all its meetings. Provides executive leadership and policy guidance to the Board and staff, implements policy decisions of the Board, and upholds and adheres to the Articles, Bylaws, and policies of the Guild. Manages and directs the day-to-day operations, programs, and activities of the Guild. Prepares and submits reports to the Board and otherwise ensures that it is fully informed of all organizational activities; advises the Board in a timely fashion of any developments which may affect the organization’s well being; approves all financial disbursements and monitors all financial and accounting activities of the organization; prepares annual budgets with the assistance of the Treasurer and Finance Committee; hires, supervises, and evaluates office staff; maintains organizational records, files, documents, and archives; enters into contracts and agreements on behalf of the Guild, with the approval of the Board; regularly informs the membership at large of organizational activities; prepares agenda, books, bulletins, reports, testimony, daily correspondence, and other necessary materials and communications; maintains confidentiality of proprietary and sensitive information; represents the Guild to other organizations, the media, and the public; serves as an ex-officio member of all committees, and as the primary spokesperson for the Guild.
6.3 Vice President(s): Reports to the President. Serves as a voting member of the Board of Directors and Executive Committee. Assists the President as requested. Performs the duties of the President during the absence or incapacity of the President. Accedes to the Presidency in the event that a permanent vacancy in the presidency arises.
6.4 Secretary: Oversees, in collaboration with the President, the keeping of organizational records, including meeting agendas and minutes, activities, board member contact information, organizational policies, and any other records required by law. Oversees taking of minutes at all meetings and teleconferences of the Board of Directors and Executive Committee, as well as the annual organizational business meeting. Within thirty (30) days after a meeting, provides the Board of Directors with minutes of the meeting, including a list of motions made and the voting results. Reviews the policies of the Guild and presents to the Board policies that may need to be amended, rescinded, or reaffirmed.
6.5 Treasurer: Oversees, in collaboration with the President, the fiscal affairs of the Guild. Presents to the Board of Directors an annual budget for the Guild, developed in collaboration with the President. Monitors budgetary performance of the organization and recommends modifications as needed. Reviews for approval all actions and policies with major financial implications.
7.1 Officers shall serve without compensation, except that, upon 2/3 vote of the Board of Directors, they may be allowed advancement or reimbursement of reasonable expenses incurred in the performance of their duties.
7.2 Reasonable expenses shall be determined by the Board in its sole discretion.
8.1 Vacancies shall exist on the death, resignation, or removal of any Officer, or whenever the number of authorized Officers is increased. Unless otherwise prohibited by the Articles of Incorporation, these Bylaws, or provisions of law, vacancies in officer positions may be filled by a majority vote of the Board. If the number of directors then in office is less than a quorum, a vacancy in any officer position may be filled by approval of a majority of the directors then in office, or by a sole remaining director.
8.2 A person elected to fill a vacancy on the Board shall hold office until the next election of the Board, or until his or her death, resignation, or removal from office.
8.3 When a vacancy in an officer position exists, the Secretary may receive nominations from present Board members not later than two weeks in advance of a Board meeting. These nominations shall be sent out to Board members with the regular Board meeting announcement, to be voted upon at the next Board meeting.
8.4 Resignation from the Board must be in writing and received by the Secretary. A Board member shall be dropped for excess absences from the Board if s/he has three unexcused absences from Board meetings in a year. A Board member may be removed for other reasons by a three-fourths vote of the remaining directors.
8.5 Any Officer who shall be absent from fifty percent (50%) of regular Board and Executive Committee meetings during any consecutive three (3) month period shall be automatically dropped from Office, unless such absences are approved by a majority vote of the Board at any meeting thereof. The Board Chairperson via certified letter shall notify officers removed for excess absences. Within thirty (30) days of notification of removal by certified mail, the Board of Directors may, for good cause, reinstate the Officer removed for excessive absence. Officer vacancies shall be filled by a majority vote of the Board.
1.1 The Board may create such committees as needed to conduct the affairs of the Guild. However, all committees created shall meet the following criteria:
1.1.1 Have a clearly defined project or task(s) to be accomplished and established metrics to determine success/accomplishment.
1.1.2 Have an established schedule, with time lines, for completing their project and tasks;
1.1.3 Have a committee chairperson who has the time to pursue the task and prepare concise reports on the committee’s accomplishments for Board review;
1.1.4 Have committee members who are committed to the task and are willing to expend the time to accomplish the task;
1.1.5 Have an adequate number of face-to-face meetings to accomplish the task. However, regular meetings may be conducted by teleconference, video- conference, or over the Internet;
1.1.6 Have adequate resources to accomplish the task, based on a budget developed by the committee;
1.1.7 Have a Board member appointed as a liaison to the committee who will act as its advisor and advocate.
2.1 The primary function of all committees of the Guild shall be to assist the Board of Directors and Corporate Staff with the work of the Guild toward the fulfillment of its exempt purposes and public service mission, and achievement of its goals.
3.1 The Board of Directors shall, in collaboration with the President, determine the number, type, and size of Board Standing Committees that will assist in the conduct of the Guild’s business.
3.2 The initial Standing Committees of the Board shall consist of the Executive Committee and the Finance Committee. Membership on these committees shall be limited to past and present Board members only.
4.1 The President, Vice President, Secretary, and Treasurer shall serve as members of the Executive Committee. The Executive Committee shall have all of the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors, except for the power to amend the Articles of Incorporation and Bylaws.
4.2 The Executive Committee shall also: keep minutes of its meetings and submit periodic reports of its activities to the Board; provide consultation and guidance to the Chair of the Board on matters related to the affairs of the Guild between meetings of the Board of Directors; approve any extraordinary expenditures of funds, subject to Board ratification; and perform such other duties as established or requested by the Board of Directors.
4.3 The President shall serve as the Chairperson of the Executive Committee.
5.1 The Finance Committee is responsible for developing and reviewing fiscal policies and procedures, the fundraising plan, and the annual budget in collaboration with staff and other Board members. The Treasurer is chair of the Finance Committee, which includes a minimum of two other Board members. The Board must approve the budget, and all expenditures must be within the budget unless otherwise pre-approved by the Board. The Board or the Executive Committee must approve any major change in the budget. Annual reports are required to be submitted to the Board showing income, expenditures and pending income. The financial records of the organization are public information and shall be made available to the membership, board members and the public. Recommends fiscal policies and procedures for the Guild to the Board of Directors; develops, with guidance from the President, an annual budget for the Guild based on forecasted revenues and expenditures, reviews budget requests from all organizational units, and advises the Board of Directors regarding budget considerations and financial affairs of the Guild; reviews all grants and contracts regarding their financial implications for the Guild; reviews monthly financial statements of the organization; develops a long-range plan with strategies to ensure the fiscal viability and growth of the organization.
6.1 The Board may establish such other committees as it may from time to time deem necessary to accomplish the work of the Guild. Such committees shall be established by resolution of the Board and may include, but are not limited to, the following:
· Program Planning Committee
· ITW Planning Committee
· Fundraising Committee
· Marketing & Publicity Committee
· Awards Committee
· Educational Standards, Testing, & Certification Committee
· Research Committee
· Publications Committee
· Steering Committee
· Audit Committee
7.1 The Chairperson of the Board shall establish, in collaboration with the President, all Standing Committees of the Guild and shall appoint, subject to the approval of the Board of Directors, all Standing Committee chairpersons.
7.2 The Chairperson of the Board may also establish such special committees as is deemed necessary to carry out the work of the Guild, and shall appoint their chairpersons.
7.3 All committee chairpersons shall serve concurrent with the term of the appointing Board Chair, unless the Board of Directors approves a different term.
7.4 Committee members shall be selected by the committee chairpersons, subject to the approval of the Board member liaisons for that committee.
8.1 No action by any committee chairperson or committee member shall be binding upon, or constitute an expression of, the policy or position of the Guild or Board until it shall have been approved or ratified by the Board of Directors.
8.2 The Chairperson of the Board shall discharge committees when its work is completed and its reports accepted, except when, in the opinion of the Board of Directors, it is deemed appropriate or necessary to continue the work of a committee.
9.1 In the event the Board of Directors, or Board Chair are to give testimony to, or make presentations before civic and/or governmental agencies they may request committee chairpersons or a designated committee representative with familiarity with the issue to assist.
10.1 The reports or correspondence of any committee of the Guild to the Board of Directors shall be confidential and shall not be released except by the Board. Violation of this provision shall be cause for immediate removal from the committee.
1.1 The Board of Directors may create such chapters, divisions, bureaus, departments, councils, Institutes, Societies, or subsidiary Guilds as it deems necessary or advisable to carry out the exempt purposes and mission of the Guild and the Board shall authorize and define their powers and duties.
1.2 The Board shall annually review and approve all activities and proposed programs of such subordinate organizations, including their generation of and use of funds.
1.3 No action or resolution of any kind having bearing upon or expressive of the Guild shall be taken by these subordinate organizations unless approved by the Board of Directors.
1.1 The Guild shall have an annual meeting of the membership in May of each year. At which time, nominations for the Board of Directors will be submitted.
2.1 The Board shall meet at least 4 (four) times per year at a time and place determined by the chair of the Board or a majority of the Board. The Board shall conduct meetings in such manner as set. Notice and an agenda shall be given to each member of the Board at least thirty (30) days prior to such meeting, or as soon as practical, whichever is sooner.
2.2 Special meetings of the Board of Directors may be called by the Chair of the Board, by the Executive Committee, or by written petition of at least three (3) directors. Notice of such special meetings, and an agenda if possible, shall be given to each member of the Board of Directors at least two (2) weeks prior to such meeting, or as soon as practical, whichever is sooner.
3.1 Regular meetings of the Executive Committee shall be held at least six (6) times per year at a time and place determined by the President, or a majority of the Executive Committee.
3.2 Special meetings may be called by the Chair or Vice Chair of the Board, the President, or by written petition of at least two (2) members of the Executive Committee. Notice of such meetings and an agenda if possible, shall normally be given to each committee member at least one (1) week prior to such a meeting.
4.1 Regular and special meetings of all other committees shall be held at such times and places as are set by the Committee Chairperson or the majority of the committee members.
5.1 A quorum must be present before business can be transacted or motions made and passed at any official meeting of the Guild.
5.2 Board of Directors’ Meetings: At any duly called regular or special meeting of the Board of Directors, five (5) Board members present shall constitute a quorum, provided that the majority of those present are duly elected members to the Board.
5.3 Committee Meetings: At any duly called committee meeting, three (3) members present shall constitute a quorum, except when a committee consists of more than nine (9) members. In that case, five (5) members present shall constitute a quorum.
5.4 General Membership meetings: At any duly called annual or special meeting of the general membership, provided that the number of members present is at least fifty (50) percent of the total Guild membership, a quorum shall consist of a majority of members present.
6.1 Every member in good standing shall be entitled to speak on any subject at General Membership Meetings. The Chairperson of the meeting may limit discussion and debate at all meetings.
6.2 In any proceeding or action item in which voting by members is called for, each Active member in good standing shall be entitled to cast one (1) vote.
6.3 Discussion, debate and voting may be conducted in person, via telephone and/or the internet.
7.1 Notice of each meeting shall be given to each voting member, by mail, not less than ten days before the meeting. An official Board meeting requires that each Board member have written notice two weeks in advance by mail, instant message, email or voice mail.
7.2 Proper notice of meetings shall be deemed to have been made when all meeting members have been informed of the date, time, and place scheduled for the meeting and have been provided with an agenda of items to be discussed. Except as otherwise provided herein, notification may be made by mail, phone, fax, email, courier, or in person, or by publishing notice of said meeting in an official Guild publication which is mailed, emailed, or otherwise distributed to all members within the required time limits.
7.3 All meetings will be posted on the Guild’s calendar on the Guild’s webpage.
8.1 The general order of business of all meetings of the Guild and its subordinate organizations, if any, shall, except as otherwise provided, be as follows: Call to Order; Roll Call; Nominations & Elections (If applicable); Reading of Minutes; Officer Reports; Committee Reports; Subordinate Organization Reports (If applicable); Old Business; New Business; General Announcements; and Adjournment.
9.1 All meetings and proceedings of the Guild shall be governed by and conducted in accordance with the latest edition of Robert’s Rules of Order, which shall be the final source of authority on all questions of parliamentary procedure, except where such rules are inconsistent with the Articles or Bylaws of the Guild.
ARTICLE VIII - FINANCES
1.1 All monies paid to the Guild shall be placed in a general operating fund. Funds unused from the current year’s budget shall be placed in a reserve account.
2.1 Upon approval of the Annual Budget by the Board of Directors, the President shall be authorized to make disbursements on account for expenses and purchases provided for in the budget without additional approval of the Board.
2.2 Disbursement shall be by check, countersigned by the Treasurer or other Officer as provided in Section 9 of Article VIII herein.
3.1 The fiscal year of the Guild shall be May 1 through April 30.
4.1 As soon as possible after election of new Directors and Officers, the Executive Committee shall adopt an operating budget for the coming year and submit it to the Board of Directors for approval.
5.1 At its discretion, The Board of Directors may retain a public accountant to audit the books.
5.2 The audit results shall at all times be available to members of the Guild at its principal offices.
6.1 A sufficient fidelity bond in an amount set by the Board and paid for by the Guild as the Board of Directors may designate shall bond the President and such other officers and staff.
7.1 No volunteer of the Guild, whether a Director, Officer, committee chairperson, committee member, or other, shall receive compensation for their services as volunteers, or reimbursement for any expenses or costs incurred as a volunteer, unless such compensation, reimbursement, or payment has been set and approved by majority consent of the Board of Directors.
8.1 The Guild may, by resolution of the Board of Directors, provide for indemnification of any and all current and former Directors, Officers, and Staff 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 a party, by reason of having been a Director, Officer, or Staff of the Guild, except in relation to matters as to which such individuals shall be adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of duty, and to such matters settled by agreement predicated on the existence of such liability for negligence and misconduct.
Section 9 Execution of Financial Documents
9.1 Checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be prepared by the Treasurer and signed by the President of the corporation, excepting standing authorization by the President for the Treasurer to sign such instruments for particular creditors, or authorization provided by resolution of the board for individual agents of the corporation to sign on restricted accounts. Such resolutions shall include requirements for reporting to the Treasurer.
9.2 All payments shall be made only under the authorization of budget, or resolution adopted by the board.
1.1 These Bylaws may be amended or altered only in accordance with the following procedure:
1.2 Procedure: A special committee shall be formed to review and propose changes. Proposed amendments shall be submitted to the Board of Directors and must be approved by a two-thirds (2/3) majority vote of the Board, or by majority of the members present at any regular or special meeting, providing the notice for the meeting includes the proposal for amendments.
1.3 Any proposed amendments or alterations shall be submitted to the Board in writing at least ten (10) days in advance of the meeting at which they are to be acted upon.
Section 2 Dissolution
2.1 This Guild may be dissolved by a two-thirds (2/3) majority vote of the Voting Members.
2.2 Upon dissolution, any funds, property, or other assets then remaining in the Guild shall be distributed to one or more formally organized and qualified non-profit organizations that are sympathetic to the Statement of Purpose of the Guild, within the meaning of Section 501(c) (3) of the Internal Revenue Code, as selected by the Board of Directors.
3.1 If any provision of these Bylaws is held invalid by a court of competent jurisdiction, the remainder of these Bylaws shall not be affected thereby.
4.1 Where these bylaws do not adequately address issues that may come before the Guild, the Washington Nonprofit Corporation Act, RCW 24.03 shall be the final source of authority in such cases.
Section 5 Member Confidentiality
5.1 All Directors, Officers, volunteers, staff, and independent contractors shall respect the privacy and hold confidential all personal and private information pertaining to the members.
5.2 At no time shall personal information be released without the knowledge and consent of the member; and at no time shall any volunteer or staff member sell, relinquish, or otherwise distribute the Guild's mailing or membership list in part or whole without the express authorization of the Board.
6.1 The Guild shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its members, board of directors, and committees having any of the authority of the board of directors; and shall keep at its registered office or principal office in this state a record of the names and addresses of its members entitled to vote.
6.2 All books and records of The Guild may be inspected by any member, or her/his agent or attorney, for any proper purpose as determined by the Board of Directors, at any reasonable time.
7.1 As a condition of membership, all copyright, internet groups, listservs, web pages, and other electronic media created by any member for the Guild, shall become the sole and exclusive property of the Guild unless co ownership is agreed to in writing by the Board of Directors.
7.2 No internet group, website or other electronic media shall be created or operated in the name of or on behalf of the Guild without the advance written permission of the board of directors.
These Bylaws were approved at a meeting of the Board of Directors in May 2008.