It is ART that makes life, makes interest, makes importance,
and I know of no substitute for the FORCE and BEAUTY of its process.
~ Henry James
BYLAWS OF WY’EAST ARTISANS GUILD
(An Oregon Non-Profit Public Benefit Corporation)
ARTICLE 1 – OFFICES
Section 1 – Business Office.
The principal office of Wy’east Artisans Guild (the “Corporation”) shall be located at any place within the State of Oregon as designated in the Corporation’s most current Annual Report filed with the Oregon Secretary of State. The Corporation may have such other offices, either within or without the State of Oregon, as the Board of Directors of this Corporation (the “Board”) may designate or as the business of the Corporation may require from time to time.
Section 2 – Registered Office.
The registered office of the Corporation, required by ORS 65.047, shall be located within Oregon and may be, but need not be, identical with the principal office. The address of the registered office may be changed from time to time.
ARTICLE 2 – PURPOSES
Section 1 – General Purpose.
The Corporation is a non-profit arts organization based in the Mt. Hood corridor and extending into the greater Portland area. The purposes of the organization are limited to the tax exempt functions under section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future United States Internal Revenue Code).
Section 2 – Specific Purposes.
The Corporation’s specific purposes are to:
- (a) Stimulate interest in the arts and crafts among members, and throughout the community;
- (b) Help and encourage all person interested in the arts and crafts though educational and social activities;
- (c) Encourage the highest standards of excellence in members’ work, and to foster an appreciation of excellence within the community, and
- (d) Promote exhibitions and sales of articles made by its members.
ARTICLE 3 – BOARD
Section 1 – General Powers.
All corporate powers shall be exercised by, or under the authority of, the Board and the business and affairs of the Corporation shall be managed under the direction of the Board.
Section 2 – Number and Tenure of Directors.
The authorized number of directors of this Corporation (the “Directors” or individually “Director”) shall be not less than three (3) nor more than five (5); and the number of Directors may vary between the maximum and minimum authorized numbers: the number of Directors shall be set by the Voting Members (as defined in Article 5) at their annual meeting or a special meeting called for the purpose of setting the number of Directors and/or electing Directors. The term of office for Directors shall be two (2) years. A Director may be reelected without limitation on the number of terms he or she may serve.
Section 3 – Election of Directors.
The Directors shall be elected by a majority of the Voting Members (as defined in Article 5) present at the members’ annual meeting, or at any special meeting called for such purpose.
Section 4 – Regular Meetings of the Board.
Regular meetings of the Board shall be held at the time and place to be determined by the Board. No other notice of the date, time, place, or purpose of these meetings is required.
Section 5 – Special Meetings of the Board.
Special meetings of the Board may be called at a time and place designated by or at the request of the President or acting President or anyone Director. Notice of such meetings, describing the date, time, place, and purpose of the meeting, shall be delivered to each Director as provided in Section 6 below.
Section 6 – Notice of, and Waiver of Notice for, Special Directors’ Meetings.
Notice of any special Directors’ meeting shall be given at least two (2) days before the meeting. Notice may be communicated in person, by telephone, telegraph, teletype or other form of wire or wireless communication, or by mail or private carrier, including publication in a newsletter or similar document mailed to a Director’s last known address.
- (a) Oral notice is effective when communicated if communicated in a comprehensible manner;
- (b) Except as provided in subsection (3) of this section, personal written notice, if in a comprehensible form, is effective at the earliest of the following:
- (i) When received;
- (ii) Five (5) days after its postmark, if mailed by United States mail correctly addressed and with first class postage affixed;
- (iii) On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee;
- (iv) Thirty (30) days after its deposit in the United States mail if mailed correctly addressed and with other than first class, registered or certified postage affixed; or
- (v) The date specified by the Articles of Incorporation or Bylaws with respect to notice to Directors.
- (c) Any Director may at any time waive notice of any meeting. Except as provided in the next sentence, the waiver must be in writing, signed by the Director entitled to the notice, and filed with the minutes or corporate records. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business and at the beginning of the meeting or promptly upon the Director’s arrival objects to holding the meeting or transacting business at the meeting, and does not thereafter vote for or assent to action taken at the meeting.
Section 7 – Directors’ Quorum.
A majority of the number of Directors in office immediately before the meeting begins shall constitute a quorum for the transaction of business at any meeting of the Board, unless the Articles of Incorporation or these Bylaws require a greater number.
Section 8 – Directors.
Manner of Acting.
The act of the majority of the Directors present at a meeting at which a quorum is present when the vote is taken shall be the act of the Board. Where the law requires a majority vote of the Directors in office to establish committees to exercise Board functions, to amend the Articles of Incorporation, to sell assets not in the regular course of business, to merge, or to dissolve, or for other matters, such action is taken by that majority as required by law.
Unless the Articles of Incorporation provide otherwise, any or all Directors may participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all Directors participating may simultaneously hear each other during the meeting. A Director participating in a meeting by this means is deemed to be present in person at the meeting.
A Director who is present at a meeting of the Board or a committee of the Board when corporate action is taken is deemed to have assented to the action taken unless:
- (a) The Director objects at the beginning of the meeting or promptly upon the Director’s arrival to holding it or transacting business at the meeting;
- (b) The Director’s dissent or abstention from the action taken is entered in the minutes of the meeting; or
- (c) The Director delivers written notice of the Director’s dissent or abstention to the presiding officer of the meeting before its adjournment or to the Corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a Director who votes in favor of the action taken.
Section 9 – Directors’ Action Without a Meeting.
Any action required or permitted by law to be taken by the Board at a meeting may be taken without a meeting if all the Directors take the action, each one signs a written consent describing the action taken, and the consents are filed with the records of the Corporation. Action taken by consent is effective when the last Director signs the consent, unless the consent specifies a different effective date. A signed consent has the effect of a meeting vote and may be so described in any document.
Section 10 – Removal of Directors.
Any Director may be removed, with or without cause, by a vote of two-thirds (2/3) of the Directors then in office. Any Director may also be removed, with or without cause, by a vote of two-thirds (2/3) of the members then entitled to vote at any meeting called for such purpose.
Section 11 – Board Vacancies.
Vacancies on the Board may be filled by a majority vote of the Directors then on the Board until the next annual or special meeting of the members is held for the purpose of electing Directors. Newly created Board positions will be filled by a majority vote of the members entitled to vote at any meeting where the number of Directors is increased.
Section 12 – Directors’ Compensation.
Directors, as such, shall not receive any stated salary or other compensation for their services, but, by resolution of the Board, any Director may be paid expenses, if any, incurred by the Director for the benefit of the Corporation. No Director is precluded from serving the Corporation in any other capacity and receiving compensation therefore, unless prohibited by law or unless such compensation would jeopardize the Corporation’s status as an exempt organization under the provisions of Code Section 501 (c )(3).
ARTICLE 4 – OFFICERS
Section 1 – Number of Officers: Appointment.
The principal officers of the Corporation shall be a president, secretary, and treasurer, each of whom shall be appointed by the Board of Directors at its annual meeting. Such other officers and assistant officers as may be deemed necessary may be appointed by the Board. The salaries of the officers, if any, shall be fixed from time to time by the Board. The Board of Directors may delegate the power of appointment and removal, and the power to fix compensation of such other officers and assistant officers, agents, and employees to any officer of the Corporation. The same individual may simultaneously hold more than one office in the Corporation.
Section 2 – Other Offices.
The Board may elect or appoint other officers, assistant officers, agents, and employees as it shall deem necessary and desirable. They shall hold their offices for such terms and have such authority and perform such duties as shall be determined by the Board.
Section 3 – Term of Office and RemovaL
The officers shall hold office for a term of one (1) year. An officer may be reappointed without limitation on the number of terms the officer may serve. The designation of a specified term grants to the officer no contract rights. The Board can remove any officer, assistant officer, agent or employee at any time, with or without cause. If the office of any officers becomes vacant for any reason, the vacancy shall be filled by the Board of Directors. If the office of the President or Secretary becomes vacant for any reason, the vacancy shall be filled by the Board not later than the first regular meeting of the Board following the vacancy.
Section 4 – President.
The President shall:
- (a) Be the principal executive officer of the Corporation and, subject to the control of the Board, shall in general supervise and control all of the business and affairs of the Corporation.
- (b) Preside over all meetings of the Corporation and the Bord and shall serve as chairperson of the Corporation.
- (c) Appoint chairs of all committees at the beginning of January and oversee their activities.
- (d) The President may sign with the Secretary or any other proper officer of the Corporation authorized by the Board, mortgages, bonds, contracts, or other instruments that the Board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board from time to time.
Section 5 – Vice President.
If appointed, the Vice President, shall:
- (a) Act as aide to the President and perform the President’s duties in his or her absence.
- (b) In general perform all of the duties incident to the office of the Vice President and such other duties as from time to time may be assigned to the Vice President by the President or by the Board.
Section 6 – Secretary.
The Secretary shall:
- (a) Record all business transacted at general and Board meetings, and keep the minutes of the proceedings of the Board in one (1) or more books provided for that purpose.
- (b) See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.
- (c) Be custodian of the corporate records.
- (d) When requested or required, authenticate any records of the Corporation.
- (e) Perform the duties of the President and/or Vice President in their absence.
- (f) Conduct all correspondence of the Corporation.
- (g) In general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or by the Board.
Section 7 – Treasurer.
The Treasurer shall:
- (a) Have charge and custody of and be responsible for all funds of the Corporation, including membership dues and fees.
- (b) Receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit all such money in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected by the Board.
- (c) Pay all bills and program honorariums in a timely manner and keep a complete and accurate account of receipts and disbursements.
- (d) Present a report at each general and Board meeting.
- (e) Compile an Income/Expense report with final asset sheet at the end of each year, to be presented to the Executive Board and members at the January meeting.
- (f) Make available all financial records for audit at the annual voting
- (g) Sign all Corporation checks (another designated Member on record with the bank may sign in the absence of the Treasurer).
- (h) In general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to the Treasurer by the President or by the Board.
- (i) If required by the Board, the Treasurer shall give a bond for the faithful discharge of the Treasurer’s duties in such sum and with such surety or sureties as the Board shall determine.
If no Treasurer is appointed, the duties of treasurer shall be fulfilled by the President, Secretary, or any duly appointed Vice President of the Corporation.
ARTICLE 5 – MEMBERSHIP
Section 1 – Membership.
This Corporation shall have members. A person shall become a member of the Corporation by showing interest in the arts and crafts and by paying annual dues as set by the Board. If there is a question as to whether a person qualifies for membership, the Board of Directors shall decide based upon: a) whether the person lives within the Mt. Hood corridor and the greater Portland area, and/or b) whether the person will participate to further the goals and objectives of the Corporation.
Section 2 – Class of Membership.
There shall be two (2) classes of members of the Corporation, individual and family. All members shall be included on the membership roster and receive members-only communications.
Section 3 – Membership Fee.
There is an annual membership fee. The Board is authorized to change the fees and establish other fees for the organization’s activities as necessary. Anual dues are payable in January or upon joining.
Section 4 – Membership Term.
Upon payment of dues, the individual/family is entitled to membership in the Corporation until the end of the current year.
Section 5 – Voting Members.
Each individual member and each family is entitled to one (1) vote on all matters for which a membership vote is permitted by law or the Bylaws of the Corporation. Each family shall designate one (1) family member to cast the family’s vote. Each individual member and each family member voting on behalf of his or her family is referred to herein as a “Voting Member”.
ARTICLE 6 – MEMBER MEETINGS
Section 1 – Location of Meetings.
Meetings of the members shall be held at the office of the Corporation or at such other place as shall be determined by the Board. The Board may permit any or all members to participate in a meeting by, or conduct the meeting through, the use of any means of communication by which all members participating may simultaneously hear each other during the meeting. A member participating in a meeting by this means is deemed to be present in person at such meeting.
Section 2 – Date of Annual Meeting.
An annual meeting of the members shall be held on the date which shall be selected by the Board for each fiscal year of the Corporation, at such time as the President shall designate, for the purpose of electing directors to fill any vacancies or any expired terms, if necessary, and the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the state in which the meeting is taking place, such meeting shall be held on the next succeeding business day. If the election of directors to fill any vacancies or any expired terms, if necessary, shall not be held on the day designated herein forany annual meeting of the members, or any adjournment thereof, the Board shall cause the election to be held at a special meeting of the members as soon thereafter as conveniently may be.
Section 3 – Special Meetings.
Special meetings of the members, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President of the Board.
Section 4 – Notice of Meetings.
Written or printed notice stating the place, day, and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, by or at the direction of the offcer or person callng the meeting, to each member at the member’s address as it appears on the Corporation’s records. The notice of any meeting at which participation is to be permitted by the use of any means of communication by which all members participating may simultaneously hear each other shall state such fact and describe how any member desiring to participate may notify the Corporation of the member’s desire to be included in the meeting.
Section 5 – Ouorum: Adiournment.
The Voting Members present in person, shall constitute a quorum at all members’ meetings for the transaction of business. If a quorum is not present at any members’ meeting, the Voting Members present in person shall have the power, without notice other than an announcement at the meeting, to adjourn the meeting from time to time until a quorum shall be present. At any adjourned meeting in which a quorum is present, any business may be transacted which might have been transacted at the original meeting.
Section 6 – Majority Vote.
When there is a quorum of Voting Members at any meeting, the vote of a majority of the Voting Members present shall decide any question brought before the meeting, unless the laws of the State of Oregon impose a different requirement.
Section 7 – Number of Votes.
Each Voting Member shall be entitled to one (1) vote on each matter submitted to a vote at a meeting of the members. A Voting Member may vote only if such Voting Member is present in person at a meeting of the members.
ARTICLE 7 – COMMITTEES
Section 1 – Executive Committee.
The Board may elect an executive committee. The executive committee shall have the power to make ongoing decisions between Board meetings and shall have the power to make financial and budgetary decisions.
Section 2 – Other Committees.
The Board may establish such other committees as it deems necessary and desirable. Such committees may exercise functions of the Board or may be advisory committees.
Section 3 – Composition of Committees Exercising Board Functions.
Any committee that exercises any function of the Board shall be composed of two (2) or more Directors, elected by the Board by a majority vote of the Directors in office at that time.
Section 4 – Quorum and Actions.
A quorum at a committee meeting exercising Board functions shall be a majority of all committee members in office immediately before the meeting begins. If a quorum is present, action is taken by a majority vote of Directors present.
Section 5 – Limitations on the Powers of Committees.
No committee may authorize payment of a dividend or any part of the income or profit of the Corporation to its Directors or officers; may approve dissolution, merger, or the sale, pledge or transfer of all or substantially all of the Corporation’s assets; may elect, appoint, or remove Directors or fill vacancies on the Board or on any of its committees; or may adopt, amend, or repeal the Articles of Incorporation, Bylaws, or any resolution by the Board.
ARTICLE 8 – INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 1 – Indemnification of Directors. This Corporation wil indemnify its officers and Directors to the fullest extent allowed by Oregon law.
Section 2 – Standard of Conduct.
The individual shall demonstrate that:
- (a) The individual conducted himself or her self in good faith; and
- (b) The individual reasonably believed that the individual’s conduct was in the best interests of the Corporation, or at least not opposed to its best interests; and
- (c) In the case of any criminal proceeding, the individual had no reasonable cause to believe his or her conduct was unlawfuL.
Section 3 – Advance for Expenses of Directors.
Unless otherwise provided in the Articles of Incorporation, the Corporation may pay for or reimburse the reasonable expenses incurred by a Director who is a party to a proceeding in advance of final disposition of the proceeding, if:
- (a) The Director furnishes the Corporation a written affirmation of the Director’s good faith belief that the Director has met the standard of conduct described in Section 2 of this Article; and
- (b) The Director furnishes the Corporation a written undertaking, executed personally or on the Director’s behalf, to repay the advance if it is ultimately determined that the Director did not meet the standard of conduct.
Section 4 – Indemnification of Officers, Agents. and Employees Who Are Not Directors.
Unless otherwise provided in the Articles of Incorporation, the Board may indemnify and advance expenses to any officer, employee, or agent of the Corporation, who is not a Director of the Corporation, to any extent consistent with public policy, as determined by the general or specific action of the Board.
ARTICLE 9 – ADDITIONAL OPERATIONAL RULES
Section 1 – Operation in General.
The Corporation is organized exclusively for charitable, education, and scientific purposes, including, for such purposes, making of distributions to organizations that qualify as exempt organizations under Code Section 501(c)(3) or corresponding sections of any future federal tax code, or for distribution to any entity, the distribution to which would further the Corporation’s exempt purpose and not jeopardize its exempt status.
Section 2 – No Private Incurement.
No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its members, trustees, officers or other private persons, except that the Corporation 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 in the Articles of Incorporation or Bylaws.
Section 3 – Prohibition on Lobbying and Engaging in Political Campaigns.
No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of the Articles of Incorporation or Bylaws, the Corporation shall not carry on any other activities not permitted to be carried on
- (a) by a corporation exempt from federal income tax under Code Section 501(c)(3) or the corresponding section of any future federal tax code, or
- (b) by a corporation, contributions to which are deductible under Code Section 170
- (c) (2), or corresponding section of any future federal tax code.
ARTICLE 10 – AMENDMENTS
Section 1 Amendments.
These Bylaws may be amended or repealed, and new Bylaws adopted, by the Board by a two-thirds (2/3) majority vote of sixty percent (60%) of Corporation quorum. Written or printed notice stating the place, day, and hour of the meeting shall be delivered not less than ten (10) or more than sixty (60) days before the date of the meeting, by or at the direction of the officer or person calling the meeting, to each member at the member’s address as it appears on the Corporation’s records.
ADOPTED this 5th day of August, 2009.
Cheryl Hooley, Secretary
ACTION OF THE BOARD OF DIRECTORS OF WY’EAST ARTISANS GUILD BY WRITTEN CONSENT
The undersigned, constituting the Board of Directors of Wy’east Artisans Guild, an Oregon non-profit public benefit corporation (the “Company”), adopt and record the following resolutions without notice or a formal meeting:
- A. The Board of Directors of the Company interest of the Company. to establish (the “Company”), adopt and record the following resolutions have determined that it is in the best the following standing committees, with duties that include, but are not limited to; the duties noted below:
- (a) Show Committee. Duties of a theme, with membership participation and approval;
- (ii) Finding and arranging display locations and dates; and
- (iii) Assigning people to help with logistics, including publicity, flyers, set-up, reception, take-down, and similar duties.
- (b) Other Exhibits Committee. Duties include:
- (i) Locating opportunities for exhibits and
- (ii) Coordinating events including setting times, places, coordinating shifts, set-up, take-down, publicity, and.similar duties.
- (c) Field Trips Committee. Duties include:
- (i) Coordinating opportunities for field trips, and
- (ii) Coordinating events including setting times and places, arranging car pool, collecting fees, and similar duties.
- (d) Historian Committee. Duties include:
- (i) Maintaining all Company records, and
- (ii) Overseeing the Company scrapbook and member resumes, and performing updates as needed.
- (e) Membership Committee. Duties include:
- (i) Collecting annual dues by
- (a) Annual Theme include
- (i) Overseeing the choosing the end of January,
- (ii) Compiling a roster of membership and overseeing its publication and distribution to members, staring at the February meeting, and
- (iii) Assembling a phone tree of members to be distributed with the roster.
- (f) Newsletter Committee. Duties include:
- (i) Producing monthly newsletter and mailing/e-mailing to current membership, about ten (10) days prior to next meeting, including information on upcoming meetings, events, members news items, and similar information.
- (g) Nominating Committee. Duties include:
- (i) Meeting in September to prepare a slate of Directors for the coming year, with consent of nominees,
- (ii) Presenting the slate of Directors at the general meeting in October and taking nominees from the floor, and
- (iii) Having the slate printed in the November newsletter and presiding over voting at the annual November meeting.
- (h) Program Committee. Duties include:
- (i) Arranging programs for monthly meetings, serving the needs of Company membership,
- (ii) Getting information to the newsletter editor in time to be printed prior to specific meetings, and
- (iii) Introducing programs at meetings and overseeing payment, if any.
- (i) Publicity Committee., Duties include:
- (i) Overseeing news releases to program, meeting times and place, and similar information,
- (ii) Overseeing news releases on special events, and
- (iii) Coordinating design and production of posters/flyers as needed, and their distribution.
- (j) Social Committee. Duties include:
- (i) Arranging refreshments and hospitality at meetings and special events, and
- (ii) Bringing non-alcoholic drinks to the local newspapers-on monthly meetings including the annual picnic and holiday party.
- (k) Workshops Committee. Duties include:
- (i) Arranging workshops including finding teachers, locations, collecting fees, and similar duties, and
- (ii) Coordinating publicity and sign-up.
NOW, THEREFORE, BE IT:
- , that the Board of Directors has determined it to be in interest of the Company to establish the standing committees listed above; and be it further
RESOLVE, that the officers of the Company are authorized and directed to take any action necessary to cause the Company to establish the committee
listed above; and be it further
- , that the officers of the Company are authorized to take such fuher action to that they deem appropriate and advisable, in their sole discretion, to effectuate the foregoing resolutions.
IN WITNESS WHEREOF, the Directors of Wy’east Artisans Guild have executed this Memorandum to record the actions so taken without a formal meeting and for the purpose of waiving any requirements of notice of a formal meeting.
These actions may consist of one or more counter parts, all of which, upon execution, shall constitute one and the same instrument. The parties acknowledge that a facsimile copy of these actions may be signed by each respective party at different places and at different times. All duly endorsed and acknowledged facsimile documents shall be considered as original documents and binding and enforceable instruments.
EFFECTIVELY DATED this 5th day of August, 2009.
(Signatures on Following Page)