By Laws
The Woodworkers Club of Houston
Houston, Texas
1
BYLAWS
OF
THE
WOODWORKERS CLUB OF HOUSTON, TEXAS, INC.
ARTICLE
I: Name
The name of this organization shall be The Woodworkers Club of Houston,
Texas, Inc. Hereinafter it is
referred to as the Club.
ARTICLE
II: Objectives
The objectives of the Club shall be to promote woodworking by providing
a forum for the exchange of ideas in order to help members improve their
woodworking skills and techniques and to promote safer woodworking habits and
conditions.
ARTICLE
III: Members
Section 1. Membership Eligibility and Admission.
Any person interested in woodworking may become a member of the Club.
No person shall be denied membership on any basis, including, but not limited
to, race, color, religion or knowledge of woodworking. Upon completion of an
application and payment of dues, a person is granted all rights and privileges
inherent as a member of the Club.
Section 2. Privacy Policy. Neither the Club nor any member shall
release membership lists, member names, or contact information to any third
party. Club use of member names and photos for publications intended for
non-members, for example as part of a publicity release, shall requite written
consent of the member(s) involved. The Club assumes member consent for use of
names and/or photos in publications intended primarily for members (e.g., the
newsletter, membership book, and website). The club shall not use the name or
photo of any member who submits a written request to that effect to the
Publications Director.
Section 3. Dues. The annual dues shall be established by the Executive
Board with the approval of a majority vote of the members. These dues shall be
payable in advance on or before January 31st of each year. For any
new member joining after January 31st, dues shall be pro-rated per
a schedule approved by the Executive Board. Any member with dues in arrears
after the last day in February shall have their membership rights and
privileges automatically suspended. Suspension of a member for non-payment of
dues shall be rescinded upon payment of dues in full without prorating of
their dues. If a suspended Club member has not paid their dues by December 31st,
he or she shall automatically be dropped from membership in the Club. A person
dropped from membership may return to membership by completion of a new
application and payment of dues, without pro-rating, only for the year that
they return.
Section 4. Lifetime Achievement Membership. Upon a member’s signed
letter of recommendation received by the Executive Board prior to December 1st,
and by two-thirds vote of the Executive Board meeting in executive session,
Lifetime Achievement Membership may be conferred upon another member who has
rendered notable service to the Club for a minimum of five years. Lifetime
Achievement Members shall be exempt from paying annual dues. Only one Lifetime
Achievement Membership may be conferred per year. The award shall be presented
at the Club’s January meeting.
Section 5. Quorum. A quorum of the membership at any Club meeting shall
consist of at least twenty-five percent of the current membership.
Section 6. Disruptive Members. Any member deemed to be sufficiently
disruptive may have their membership revoked by unanimous vote of the
executive Board in Executive session. A person whose membership has been
revoked for disruptive behavior may appeal this decision by letter submitted
either in person or by electronic means regular mail, or delivery service and
received by the Executive Board prior to its December meeting in the year that
membership was revoked. A majority vote by the Executive Board, meeting in
executive session, to uphold or to rescind the revocation of membership shall
be binding. No refund of dues shall be made to a person whose membership has
been revoked for disruptive behavior, and such person shall not be accepted as
a member at a later date.
ARTICLE
IV: The Executive Board
Section 1. Composition. The nine officers of the Club shall constitute
the Executive Board. Hereinafter referred to as the Board.
Section 2. Duties and Powers. The overall purpose of the Board is to
plan, organize, staff, direct, and control those activities necessary to
fulfill the Club’s objectives. The Board shall have general supervision of
the affairs of the Club between the Club’s meetings, establish the hour and
place of Club meetings, make recommendations to the Club members, and perform
other such duties as are specified in these bylaws. All officers shall have an
equal vote in Board proceedings.
Section 3. Meetings. Regular monthly meetings of the Board shall have a
place, date, and time as approved by the Board. Special meeting of the Board
may be called by the President or shall be called upon written request of five
board members.
Section 4. Quorum. A quorum of the Board shall be five members.
Section 5. Executive Session. Board meetings shall normally be open.
If, during the course of a Board meeting, discussion focuses on an issue where
privacy or confidentiality is a concern, an executive session may be declared
by vote of two-thirds of the Board members present. All non-Board members
shall exit the meeting until such time as the executive session has ended.
Section 6. Expenditures.
Section
6.1. Authorization and Accounting. Board members, chairpersons, committee
members or Club members may spend club funds or financially obligate the Club
only after receiving prior authorization of the Board. A detailed accounting
of all completed transactions by the purchaser shall be submitted to the
Treasurer in writing at a time specified in the Board’s authorization.
Section
6.2. Compensation to Non-Members. The Board is authorized to pay reasonable
compensation to non-members for services rendered.
Section
6.5. Payment. The Treasurer shall pay authorized financial obligations with a
check co-signed by any two of the following Board members: the President, the
Immediate Past President, or the Treasurer.
ARTICLE V: Officers
Section 1. Officers and Duties. The officers of the Club shall be a
President, a Vice President, a Secretary, a Treasurer, a Publications
Director, and four Directors. These officers shall perform the duties
prescribed by these bylaws and by the parliamentary authority adopted by the
Club.
Section 2. Nomination Procedure and Time for Elections. The President
shall recommend and, following approval of the Board, appoint the chairperson
of the Nominating Committee by the last day of February. This chairperson
shall, without approval of the Board, select three additional committee
members by March 31st. . Neither the chairperson nor any member of
the Committee shall be a member of the Board.
The nominating
committee shall present a slate of nominees at the Club’s November meeting.
This slate shall include a candidate for President, Vice-President, Secretary,
Treasurer, Publications Director, and one director. The slate may also include
nominees for additional Directors as described below.
The current President, Secretary, and Treasurer shall normally pass
without election to the succeeding Board for a one-year term as Directors and
shall be identified as the Immediate Past President, Immediate Past Secretary,
and Immediate Past Treasurer. If any of these current officers are included in
the committee’s slate, such officer(s) shall forfeit succession to Director.
The committee’s slate shall include an additional nominee for Director in
lieu of each such officer.
Additional nominations from the floor shall be permitted at the Club’s
November meeting, providing each nominee agrees to serve and receives a second
to their nomination. If the current President Secretary, and/or Treasurer
accepts nomination from the floor for the same or different office, such
officer(s) shall forfeit succession to Director, and a nominee for Director to
serve in lieu of each such officer shall be obtained from the floor. The
complete list of nominees, by office, shall be published in the Club’s
December newsletter.
Section 3. Ballot Election, Term of Office. If there are multiple
nominees for one or more offices, all officers shall be elected by secret
ballot at the Club’s December meeting. If no office has multiple nominees,
election shall be by voice vote at the Club’s December meeting. Officers
shall serve for one year or, if there is a disruption in the election cycle,
until their successor is elected. Their normal term of office shall be January
1st through December 31st.
Section 4. Vacancies. A vacancy in the President’s office shall be
filled by advancement of the Vice-President. For all other offices, the
President shall recommend and, following approval by the Board, appoint a Club
member to fill the vacancy. The term of an officer filling a vacancy shall
begin immediately upon their advancement or appointment and continue through
December 31st or, if
there is a disruption in the election cycle, until their successor is elected.
Section 5. Office-Holding Limitations. No Club member shall hold more
than one office at a time, and no Club member shall be eligible to serve as an
officer more than three consecutive years, regardless of whether the offices
held are the same or different. This prohibition precludes serving as
Immediate Past President, Immediate Past Secretary, or Immediate Past
Treasurer if that service would constitute a fourth consecutive year as an
officer. A former officer shall not be appointed or elected to any Club office
for one full election cycle after their date of leaving office.
ARTICLE
VI: Meetings
Section 1. Regular Meetings. Regular monthly meetings of the Club shall
have a place, date, and time as approved by the Board.
Section 2. Annual Meeting. The regular meeting of the Club in December
shall be designated as its annual meeting and shall be for the purpose of
electing officers, receiving reports of officers and committees, and for any
other business that may arise.
Section 3. Special Meetings. Special meetings of the Club may be called
by the President and shall be called upon written request of five members of
the Board or upon written request of twenty-five
per cent of the Club’s current membership. The purpose of the meeting
shall be stated in its call. Except in cases of emergency, at least three days
notice shall be given in advance for any special meeting.
ARTICLE
VII: Duties of Officers
Section
1. The President. In addition to duties prescribed elsewhere in the bylaws,
the President shall:
. Preside at all meetings of the Club and the Board;
. Upon approval of the Board, sign all contracts and financial
obligations of the Club;
. Represent the Club at meetings with other organizations
and/or events unless special
representatives are elected or appointed for such purpose;
. Report to the Board and/or the Club members, as appropriate,
on outside activities performed in the name of the Club;
. Generally supervise and keep informed and involved with all
activities of the Club, and,
. Perform other duties as directed by the Board.
Section
2. The Vice-President. In addition to duties prescribed elsewhere in these
bylaws, the Vice-President shall:
.Perform the duties of the President during the President’s absence;
. Serve as an ex-officio member of a standing committee;
. Perform the duties of the Program Coordinator including:
. Prepare and schedule programs for the Club’s monthly
meetings and special events as directed by the Board; and,
. Coordinate the Club’s programs and activities with outside
individuals and/or organizations.
. Maintain records of programs and contacts; and,
. Perform other duties as directed by the Board.
Section 3.
The Secretary. In addition to duties prescribed elsewhere in these bylaws, the
Secretary shall:
. Record the minutes of all meetings of the Board and file
these minutes in Club’s minute book.
. Prepare ballots, as necessary, for Club elections;
. Act as custodian of all Club records except financial
records;
. Serve as an ex-officio member of a standing committee; and,
. Perform other duties as directed by the Board.
Section 4.
The Treasurer. In addition to duties prescribed elsewhere in these bylaws, the
Treasurer shall:
. Collect appropriate dues from each Club member;
. Serve as an ex-officio member of the Membership Committee;
. Maintain an up-to-date list of Club members including
contact and other information appropriate to the objectives of the Club;
. Collect the funds from all Club sponsored activities and
issue receipts for all funds collected;
. Deposit, manage, and monitor Club funds in a financial
institution approved by the Board;
. At each meeting of the Board, submit a written report on the
financial condition of the Treasury which shall include receipts, expenditures,
and bank balances;
. At the December meeting of the Board, provide a proposed
budget of the Club’s activities for the next year;
. Act as President at the regular Club meetings and meetings
of the Board in the event the President and Vice-President are absent or
otherwise unable to preside; and,
. Perform other duties as directed by the Board.
Section 5.
The Publications Director. The Publications
Director shall:
. Serve as chair of the Publications Committee;
. Be responsible for the development and dissemination of all Club
publications; and,
. Perform other duties as directed by the Board.
Section 6.
The Directors. Each Director shall:
. Serve as an ex-officio member of a standing committee; and,
. Perform other duties as
directed by the Board.
ARTICLE
VIII: Committees
Section 1. The President shall recommend and, following approval of the
Board, appoint the chairperson of the Nominating Committee as described in
Article V, Section 2. The President shall also recommend and, following approval
of the Board, appoint chairpersons of the following standing committees and
panels by the December meeting of the Board, or as the need arises.
. The Library Committee
. The Master of Ceremonies
Committee
.
The Membership Committee
. The Publications Committee
. The Raffle Committee
. The Technology Committee
. The Woodworker of the Year
Panel of Judges
Section 2. The President may, with approval from the Board appoint other
committees as the need arises.
Section 3. Chairpersons of the standing committees shall appoint
additional members with the assistance of the Board.
Section 4. Activities of the Club’s Committees shall be determined by
the Board and thereafter be carried out by the chairpersons and members
appointed to the committees.
ARTICLE
IX: Awards
Section 1. Woodworker of the Year. The
Woodworker of the Year Award is presented to the Club member who demonstrates
the finest woodworking craftsmanship through participation in the Club’s Show
and Tell programs. This award shall be presented at the Club’s January
meeting.
Section 2. Golden Hammer. The
Golden Hammer Award is presented to a Club member for recognition of his or her
service to the Club in the previous 12 months. Nominations are made by the Board
at its November meeting. The Board votes by secret ballot in an executive
session at its December meeting. In the event of a tie, multiple awards shall be
made. Members of the Board who may be candidates for this award are excused from
this executive session. The award shall be presented at the Club’s January
meeting.
Section 3. Other awards. The Board may make other awards to members of
the Club who have made significant contributions towards achieving the Club’s
objectives. Such awards shall be presented at the Club’s January meeting, or
at the Board’s discretion.
ARTICLE
X: Insurance
Section 1. Indemnification of Directors. At a time or times of its
choosing, the Club, through action of its Board, may indemnify members of the
Board against any third-party claims and demands for money, other damages,
injunctions and any other assertions, legal or equitable, in which some degree
of personal liability could attach, and the Club and/or its insurer will at all
times defend against all such claims, demands and/or litigation
Section 2. Liability Coverage. At a time or times of its choosing, the
Club, through action of its Board, may obtain Liability insurance.
ARTICLE
XI: Splinter Groups
When specific and/or special interests of Club members become apparent
and those interests are consistent with the Club’s objectives, the Board may
authorize the formation of one or more splinter groups. Each splinter group’s
activities shall be conducted in the spirit of the Club’s objectives. No
additional restrictions shall be placed on splinter groups. The Club assumes no
responsibility or liability for the activities or conduct of splinter groups.
ARTICLE
XII: Parliamentary Authority
The rules contained in the current edition of
Robert’s Rules of Order Newly Revised shall govern the Club in all cases
in which they are applicable and in which they are not inconsistent with these
bylaws and any special rules of order the Club may adopt.
ARTICLE XIII: Amendments
An amendment to these bylaws may be proposed in writing by five members
of the Board or by written request signed by twenty-five percent of the Club’s
current membership. Any such proposed amendment shall be discussed during the
next scheduled board meeting. If approved by majority vote of the Board, the
amendment shall be presented to the Club members with a recommendation of
passage at the next scheduled Club meeting at which a quorum is present, and
approved by a two-thirds vote of the members present.
ARTICLE XIV: Dissolution
Upon dissolution or final liquidation of the Club, the Board shall, after
paying or making provisions for payment of all the Club liabilities, dispose of
all of the Club assets exclusively for the purposes of the Club 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.
ARTICLE
XV: Approval of Bylaws
These bylaws shall be deemed to have been adopted upon their approval by,
given a quorum, a majority of the members present at the Club’s meeting on
December 9, 2006.
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