Guild Bylaws

Restated Bylaws of the Guild of Oregon Woodworkers

1. Purpose The Guild of Oregon Woodworkers (the "Guild") is a non-profit corporation dedicated to enhancing the standards of excellence in woodworking, educating its members and the public through presentations at meetings, seminars and technical demonstrations, and assisting members in marketing their work.

2. Members Membership in the Guild is open to all persons interested in learning more about woodworking, educating others about woodworking, or networking with other woodworkers. All members in good standing can vote and participate in Guild-sponsored events.

3. Meetings General membership meetings will be held monthly, except in December. The meeting in the month of November will be the annual meeting. The Board of Directors may call special membership meetings as necessary to facilitate Guild business. Provided members receive at least ten days advance notice of special meetings, any action may be approved at a special meeting that could be taken at a regularly scheduled general meeting.

4. Notice of Meetings Notice of meetings, where required by these bylaws, may be given by insertion in the monthly newsletter or by regular mail mailed not less than ten days before the meeting for which notice is given.

5. Membership Dues Members shall pay annual dues as the Board of Directors may establish, no later than January 21st of each year. Members joining the Guild after September 1st shall be deemed paid up through the following year. The Board of Directors may, at its discretion and after notice to the affected member, cancel the membership of any member more than 90 days delinquent. The Board of Directors may waive the dues requirement in special circumstances. Such circumstances shall be reviewed annually.

6. Conduct of Business A majority of members present at any regular or properly called special meeting may act on any Guild business unless otherwise provided in these bylaws. The Board of Directors may authorize any officer to conduct the day-to-day business of the Guild.

7. Newsletter The Guild will publish a monthly newsletter as the official source of information to its members. The newsletter will include notice of the time and place of upcoming meetings, minutes of the previous general or special membership meeting, and such other information as will promote the purposes of the Guild. The newsletter may be distributed by mail or by electronic transmission, whichever means a member elects.

8. Board of Directors The Board of Directors shall be composed of the Officers of the Guild and such other members as may be approved by majority vote at any general or special meeting.

a) Qualifications All Directors must be members of the Guild in good standing.

b) Terms. The terms of Directors shall begin immediately upon their election and shall continue thereafter until the next annual meeting at which directors are elected.

c) Annual Election The Board of Directors shall submit a slate of nominees for election to the Board no later than the meeting before the annual meeting. Additional nominations may be made from the floor at that meeting. The name of each nominee shall be submitted to vote at the annual meeting, provided no vote shall be counted for any nominee who declines nomination. A majority of those voting shall be sufficient to elect any member to the Board.

d) Special Election In the event of a vacancy on the Board of Directors, or if the Board proposes an increased number of directors, the Board shall submit names of appropriate nominees in the newsletter for vote by the membership at the next monthly meeting. Additional nominations may be made by any member at that meeting provided the nominee is present and fails to decline the nomination.

e) Removal Any Board member may be removed for cause. Removal may be initiated by majority vote of the Board or by written petition for removal by not less than three non-Board members. The issue shall be submitted to a vote by all members at the next general or special meeting for which notice can be given under these Bylaws.

f) Bank accounts The Board may establish checking and savings accounts at financial institutions of its choice and may authorize which persons shall have authority to make deposits/transfers or write checks on such accounts.

9. Officers The Guild shall have a President, Secretary, Treasurer, and such other officers as may be established by vote of the membership

a) President. The president shall:

i) Preside over meetings of the Board of Directors and the membership as a whole.
ii) Appoint committee chairpersons and designate their duties and functions.
iii) Enter into contracts on behalf of the Guild.

b) The Vice President shall:

i) Preside over meetings of the Board of Directors and the membership as a whole in the absence of the President.
ii) Succeed to the office of the President upon a vacancy in that office or upon the expiration of the term of office of a sitting President if the sitting President chooses not to serve another term.

c) Secretary The Secretary shall:

i) Maintain the Guild's non-financial records, including all documents required by law, minutes and records of prior meetings, original contract documents in which the Guild is a party, and other documents as may be directed by the President.
ii) Prepare minutes of all meetings to be included in the newsletter.
iii) Prepare and publish all notices required by law and these Bylaws.

d) Treasurer The Treasurer shall:

i) Maintain the financial records of the Guild.
ii) Maintain records of all receipts and disbursements to and from Guild bank accounts.
iii) Present an annual financial report at the annual meeting summarizing the financial position at the beginning and end of each year and a summary of receipts and disbursements during the year.

10 Election and Removal of Officers

a) The Board of Directors shall submit a slate of officer nominees at the membership meeting before the annual meeting. The slate of nominees shall not include a nominee for the office of President when the Vice President will succeed to the office of President in accordance with Section 9 b) of these Bylaws. Additional nominations may be made from the floor at that meeting. The name of each nominee shall be submitted to vote at the annual meeting, provided no vote shall be counted for any nominee who declines nomination. A majority of those voting shall be sufficient to elect any officer.

b) Terms The terms of all officers shall begin immediately upon their election and shall continue thereafter until the next annual meeting at which officers are elected.

c) Vacancy of Office In the event of vacancy of any office, the Board of Directors shall submit the names of one or more nominees to fill the vacancy for vote by the membership at the next monthly meeting. Names of the nominees shall be included in the newsletter before the next monthly meeting or in the notice of any special meeting. Additional nominations may be made at the meeting provided the nominee is present and fails to decline the nomination.

d) Removal Any officer may be removed for cause. Removal may be initiated by a majority vote of the Board of Directors or by written request of not less than ten percent of the regular members. The issue shall be submitted to a vote by all members at the next regular or special meeting for which notice can be given of the issue in accordance with these Bylaws.

11. Distribution of Assets on Dissolution

Upon dissolution or final liquidation of the corporation, the Board of Directors shall, after paying or making provisions for payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such a manner, or to such organization or organizations organized and operated exclusively for those purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c) of the Internal Revenue Code or corresponding section of any future federal tax code. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction in which the principal office of the corporation is located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.

12. Amendment of Bylaws These Bylaws may be amended at any meeting provided a notice stating the proposed amendment is sent to the members not less than 30 days prior to the date of the meeting at which the proposed amendment is to be considered and shall become effective upon adoption by a majority of members voting.

The foregoing Restated Bylaws of the Guild of Oregon Woodworkers, Incorporated, an Oregon nonprofit corporation, were duly adopted by the Board of Directors on July 18, 2001, and approved by a majority vote of the Guild's membership at the regular monthly meeting held __September___________, 2001.

___________________George E. DuBois President.___________

** Bylaws amended 5/15 for the office of Vice President .