By-Laws of the Dallas Handweavers and Spinners Guild
(A non-profit, non-stock Texas Corporation)
Article I. – Offices and Purposes
Section 1.0: Principal Office: The principal office of this Corporation shall be at such location as may be determined from time to time by resolution of the Board of Directors.
Section 1.1: Registered Office and Agent: The registered office of the Corporation shall be: DHSG, P. O. Box 211, Addison, TX 75001-0211 and the name of the resident agent in charge thereof is Dallas Handweavers & Spinners Guild, whose post office address is the same as such registered office.
Section 1.2: Other Offices: The Corporation may also have offices at such other places as the Board of Directors may from time to time determine that the operations of the Corporation shall require.
Section 1.3: Purposes: The general purpose of the Corporation is educational. More particularly, its purposes are:
Section 1.3.1: To promote high standards in handweaving and handspinning;
Section 1.3.2: To improve the teaching of handweaving and handspinning and related art forms;
Section 1.3.3: To stimulate the development of educational methods and techniques and instructional programs offered in schools at all levels and community organizations specifically formed to encourage handweaving and handspinning for personal enjoyment, recreation and as art forms;
Section 1.3.4: To provide a forum and other media for the exchange of information and ideas by persons engaged in handweaving and handspinning at all levels.
Section 1.4: Non-Profit Character: The Corporation is a non-profit corporation. It is organized and shall be operated exclusively for non-profit purposes.
Section 1.5: Tax-Exempt Character: (Federal Tax ID 75-1531434) The Corporation’s general purpose is to serve as an educational organization within the meaning of section 501(c) (3) of the Internal Revenue Code of 1954 as it now exists or as may be hereinafter amended. In the event 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 Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law or (b) a corporation, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Revenue Law).
No substantial part of the activities of 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 distributing of statements) any political campaign on behalf of any candidate for public office.
Article II. – Members
Section 2.0.1: Regular: Regular members shall be competent individuals over the age of 18 years or organizations, subscribing to the purposes of the Corporation and residing in Arkansas, Louisiana, New Mexico, Oklahoma or Texas and which such organizations upon written application to the Board of Directors, are determined by the affirmative vote of a majority of the Board of Directors present and voting to meet the qualifications herein set forth; provided, however, that the Board may waive the residency requirement.
Section 2.0.2: Honorary: Honorary members shall be outstanding individuals or organizations noted for their work in handweaving, handspinning, education or social activities and who upon recommendation of not less than two members of the Board of Directors are by the affirmative vote of two-thirds of the Board of Directors, determined to meet the qualifications herein set forth.
Section 2.0.3: Student: Student members shall be any individual enrolled full-time in a course or courses of handcrafts, the arts or other allied courses of study in a college, university or other organized program all as may be determined by the Board of Directors and residing, at least during the school year in Arkansas, Louisiana, New Mexico, Oklahoma or Texas; provided, however, that the Board may waive the residency requirement.
Section 2.0.4: Family: Family membership shall be available to any regular member and such regular member’s spouse and/or any or all of such regular member’s children. The family membership shall be composed of such regular member and such regular member’s family with the non-regular family members to be designated as ‘Family Members’ for purposes of these By-Laws.
Section 2.1: Dues: All regular, student and family members shall pay annually in advance as dues the amount hereinafter set forth. No dues shall be required of honorary members. Payment of dues shall be a condition of membership and failure to make such payment within sixty days after notification thereof shall be sufficient cause for termination of membership and all rights and privileges thereof upon action of the Board of Directors.
Section 2.1.1: Regular: Regular members shall pay such dues as are set, from time to time, by the Board of Directors. Initially, and until changed by the Board of Directors, dues for regular members shall be $30.00 annually.
Section 2.1.2: Student: Student members shall pay such dues as are set, from time to time, by the Board of Directors. Initially, and until changed by the Board of Directors, dues for Student members shall be $17.50 annually.
Section 2.1.3: Family: Family members, except the regular member of such family who shall pay such dues as prescribed under section 2.1.1 above, shall each pay such dues as are set from time to time, by the Board of Directors. Initially, and until changed by the Board of Directors, dues for a family membership shall be $45.00 annually.
Section 2.2: Term: All memberships shall expire May 31st of each year unless renewed by payment of the appropriate dues as required under Section 2.1 hereof by such date unless such date is waived or extended in appropriate circumstances by the Board of Directors. New members admitted during the year shall pay those dues set forth in Section 2.1 (which amount shall be prorated) and the term of such new memberships shall be the same for renewal memberships.
Section 2.3: Voting: Members of each class shall have only such voting rights as are expressly granted in the By-Laws or under the laws of the State of Texas. To the fullest extent permitted by the Texas Non-Profit Corporation Act, only regular members shall have voting rights and their voting rights shall be limited to those matters as expressly set forth in these By-Laws and under Texas law. All other voting rights are hereby expressly vested in the Board of Directors. Neither cumulative voting nor proxy voting shall be allowed or permitted.
Section 2.3.1: Each regular member, whether individual or organization, shall have one vote on all matters which require or are submitted for a vote of the membership. All organizations shall notify the Corporation in writing of the person who shall be authorized by each such organization to cast its vote and to whom publications and notices may be sent. No organization shall be entitled to vote on any matter unless its delegate is so appointed no less than thirty (30) days prior to the meeting at which such vote is taken. Such appointments shall be effective until revoked and a new person authorized in writing, or the membership of such organization is terminated.
Section 2.3.2: No other members of any class shall be entitled to vote on any matter.
Section 2.3.3: Regular members shall be entitled to vote for:
- The election of officers;
2. Programs but only to the extent submitted for approval of the regular members by the Board of Directors (which submission shall not be required);
3. All matters expressly required by Texas law to be submitted to a vote of the membership;
4. Amendments and changes to these By-Laws.
Article III – Meetings of Members
Section 3.0: Annual: The Corporation shall have an annual meeting of the members (sometimes hereinafter referred to as the Business Meeting) which shall be held in the month of April of each year on such day and time as may be selected by the Board of Directors. No notice of annual or special meetings shall be required. At each annual meeting the regular members shall:
Section 3.0.1: Vote on such programs as may be submitted for their approval by the Board of Directors and such other matters as may properly be brought to a vote of the members.
Section 3.0.2: Elect such number of officers as may be required by the terms of these By-Laws.
Section 3.2: Quorum: Not less than twenty-five percent of the regular members entitled to vote shall constitute a quorum at any meeting of the members for the transaction of all business except as may be otherwise expressly provided by Statute, the Articles of Incorporation or these By-Laws. The vote of the majority of the regular members entitled to vote and present at such meeting shall be the act of the members of this corporation unless the vote of a greater number is required by law. The regular members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough regular members to leave less than a quorum.
Article IV – Board of Directors (‘The Directors’)
Section 4.0: Initial Board: The number of Directors constituting the initial Board of Directors is ten. The initial Directors shall serve until their successors are elected and qualified as provided below.
Section 4.1: Designation of Subsequent Directors: The following officers of the Corporation shall constitute the Board of Directors, each with full voting rights: the current President, current First Vice-President, the current Second Vice-President, the current Secretary, the current Treasurer, the immediate past President, the immediate past First Vice-President, the immediate past Second Vice-President, the immediate past Secretary and the immediate past Treasurer.
In addition, the current President-Elect shall serve as an ex-officio member of the Board of Directors. The President shall act as Chairman of the Board of the Directors. All Directors shall serve as such pursuant to this Article until their successors are elected and qualified.
Section 4.2: Number: The Board shall consist of not less than three nor more than twenty-five.
Section 4.3: Authority: The affairs of the Corporation shall be managed exclusively by the Board of Directors, together with the Committees, appointed as herein provided, to which the Board may delegate any or all of its powers. All voting rights not expressly vested in the regular members by law, the Articles of Incorporation or these By-laws shall be vested in the Board of Directors. Each Director shall have one vote.
Any ex-officio Director shall have no votes but shall be entitled to sit on the Board in an honorary capacity. The Board of Directors shall be responsible to the members for its actions and programs.
Section 4.4: Meetings: The Board shall hold a regular meeting each year immediately following the annual meeting of members and shall meet at such other time and places as its chairman of the Board of Directors shall determine. Reasonable notices shall be given. The Board may conduct its meetings via telephone conferences or at specific locations as the president or the chairman of the Board may determine and include in the notice of such meeting.
Section 4.5: Quorum/Action By Majority: Any vacancy occurring in the membership of the Board of Directors, whether by death, resignation or otherwise shall be filled by a majority vote of the Board of Directors concurrent with or next following the occurrence of such vacancy.
Article V – Officers
Section 5.0: Election for Designation of Officers: The president then in office shall appoint a Nomination Committee Chairman, who shall be a Director then serving, who shall select three Regular Members who together shall act as the Nominating Committee. The Nominating Committee shall select one regular member for each of the following offices: First Vice-President, Second Vice-President, Secretary, Treasurer, President-Elect, Librarian, Historian and Editor. The Nominating Committee shall present the list of names to the President then serving, who shall, in turn, present the list of nominated officers to the members at the March regular meeting. Additional nominations may also be made from the floor at such meeting with the consent of the nominee.
The above nominated officers of the corporation shall then be selected at the Corporation’s annual meeting by a majority vote of the regular members.
Upon the expiration of its current term, the President shall serve as the Parliamentarian for the Corporation for the next succeeding year. Upon the expiration of the term of office, the President-elect shall automatically succeed to the office of the President of the Corporation.
Section 5.2: Terms: Officers shall serve a term of one year and thereafter until their successors are elected and qualified.
Section 5.3: Consecutive Terms: Officers may be elected to consecutive terms.
Section 5.4: Authority/Duties: In general, all officers shall have only such authority and duties as may be assigned to each office by the By-Laws or by the Board of Directors, from time to time.
Section 5.4.1: The President shall be the Chief Executive Officer and shall preside at meetings of the Board of Directors, the Executive Committee, and the members. The President shall see that all orders and resolutions of the Board of Directors are carried into effect.
Section 5.4.2: In the absence of the President, the First Vice-President, or in the First Vice-President’s absence the next-ranking officer present, shall assume the authority and duties of the President.
Section 5.4.3: The First Vice President shall be in charge of all programs and shall be responsible for the development and implementation of the programs to be undertaken by the Corporation. The First Vice-President shall be the Chairman of the Program Committee in addition to other duties as may be assigned by the President or the Board of Directors.
Section 5.4.4: The Second Vice-President shall be in charge of all membership matters and shall act as chairman of the membership committee in addition to such other duties as may be assigned by the President or the Board of Directors.
Section 5.4.5: The Secretary shall keep minutes of the proceedings of all meetings of members, the Board of Directors, and shall have custody of all minutes of Committees having any authority. The Secretary shall also keep a current record of the names, class of membership and addresses of all members of the Corporation.
Section 5.4.6: The Treasurer shall keep correct and complete books and records of account, shall make such reports as the President or the Board of Directors shall require, and shall collect and keep account of all funds and pay all bills as authorized by the Board of Directors.
Section 5.4.7: The Parliamentarian shall be responsible for advising the President and Chairman of each Committee of parliamentary matters and shall be responsible for the decorum at all meetings of the membership.
Section 5.4.8: The Librarian shall be responsible for the Corporation’s books.
Section 5.4.9: The Historian shall keep and preserve the history of the Corporation.
Section 5.4.10: The Editor shall be responsible for publishing of the Corporation’s newsletter and for reporting the Corporation’s activities to any other organizations or entities as may be deemed necessary or desirable by the Board of Directors.
Section 5.5: Other Officials: In addition to the Officers of the Corporation, the Board of Directors may elect for such term as they may deem appropriate such other officials as the Board of Directors may determine that the operations of the Corporation shall require.
Section 5.6: Compensation/Expenses: The Officers of the Corporation shall not receive compensation for their services to the Corporation. However, the Officers and Directors shall be reimbursed for all expenses actually incurred and paid by them on behalf of the Corporation provided such expenditure was authorized in advance by the Board of Directors if in excess of $25.00, or by the President if less than such amount.
Article VI – Executive Committee
Section 6.0: Designation and Election: The President and the Secretary shall be members of the Executive Committee with full voting rights. At each annual meeting the Board of Directors shall elect the other members of the Executive Committee. The method of nomination and election shall be determined by the Board of Directors then serving.
Section 6.1: Terms: The Executive Committee members shall serve a term of one year and thereafter until their successors are elected and qualified.
Section 6.2: Consecutive Terms: Executive Committee members may be elected to consecutive terms.
Section 6.3: Number: The Executive Committee shall consist of such members as the Board of Directors shall determine, but which includes the President and the Secretary.
Section 6.4: Authority: Between meetings of the Board of Directors, the Executive Committee shall have and exercise the authority of the Board in the management of the Corporation and as may be expressly delegated by the Board of Directors.
Section 6.5: Meetings: The Executive Committee shall meet at such times and places as the President shall determine. Reasonable notice of such meetings shall be given.
Section 6.6: Quorum/Action by Majority: A majority of the members of the Executive Committee shall constitute a quorum. The act or vote of a majority of the members of the Executive Committee present at a meeting at which a quorum is present shall be the act or vote of a greater number as required by these By-Laws or by law.
Article VII – Other Committees
Section 7.0: Designated by Board: The Board of Directors, by resolution adopted by a majority of the Directors, shall designate the number and persons to serve on the Program Committee and Membership Committee and in addition may designate one or more other Committees, each consisting of two or more Directors, which Committees shall have and exercise the authority of the Board of Directors only to the extent provided in the resolution.
Section 7.1: Designated by President: The President may designate one or more Committees of Directors and/or other persons. Such Committees shall have and exercise the authority of the President and the Board of Directors of all such appointments and such appointments shall continue only at the pleasure of the Board of Directors.
Article VIII – Finance
Section 8.0: Funds: The Corporation shall be authorized to raise funds by dues, solicitation, and other methods. Funds shall be expended only in furtherance of the Corporation’s purposes. Deposits shall be maintained at such bank(s) and checks and notes shall be signed by such person(s) as the Board of Directors shall designate by appropriate resolution.
Section 8.1: Gifts: The Corporation shall be authorized to receive grants, gifts, legacies and bequests (for general or specified purposes), subject to approval of the Board of Directors.
Section 8.2: Reserves/Endowment Funds: The Board of Directors may create endowment funds, to assure future operation, in amounts and at times it deems feasible.
Article IX – Miscellaneous
Section 9.0: Fiscal Year: The fiscal year of the Corporation shall commence on June 1st of each year and end on May 31st of the succeeding year.
Section 9.1: Amendment of By-Laws: These By-Laws may be amended only by vote of the regular members.
Section 9.2: Prohibited Transactions/Tax Exemption: The Corporation shall not do any act which shall constitute a basis for denial of its Federal Income Tax Exemption under applicable laws. The Corporation shall not accumulate out of income amounts which are: (1) unreasonable in amount or duration in order to carry out the purpose or function constituting the basis for tax exemption of the Corporation; or (2) used to a substantial degree for the purposes or functions other than those constituting the basis for tax exemption; or (3) invest in such a manner as to jeopardize the carrying out of the purpose or function constituting the basis for tax exemption.
Section 9.3: Dissolution: On dissolution of the Corporation (whether voluntary or involuntary) the net assets shall be distributed as determined by the Corporation, but only to one or more organizations exempt from Federal Income Tax under Sec. 501 (c) of the Internal Revenue Code of 1954 (or corresponding provisions of any such future law) whose activities are similar to those of the Corporation,
Section 9.4: Remuneration/Reimbursement: A Director or Committee member shall receive no remuneration for services as such but shall be entitled to reimbursement for a reasonable expense incurred in connection with the Corporation’s Affairs to the same extent and under the same conditions set forth in section 5.6 above.
Section 9.5: Resignation: Any Director, Officer of Committee Member may resign by giving notice to the President. The President shall advise the Board of Directors of any such resignation at the meeting of the Board of Directors concurrent with or next following the receipt thereof by the President.
Section 9.7: Vacancies: Any vacancy in any position or office provided in these By-Laws may be filled (for the unexpired term) by the Board of Directors, or pending Director action, by the President.
Section 9.8: Employees: The Executive Committee, subject to approval by the Board of Directors, shall hire any employees that may be needed, and shall fix the terms of employment including the salary of such person.
Article X – Amendments
Section 10.0: Membership Dues: Regular membership dues changed to $15.00 annually (2.1.1), and Student dues changed to $7.50 annually (2.1.2). Changed by vote of Board of Directors in regular meeting, August 9, 1977 to be effective Monday, September 19,1977.
Section 10.1: Membership Dues: Regular membership changed to $20.00 annually (2.1.1), Student dues changed to $12.50 annually (2.1.2) and Family changed to $10.00 annually (2.1.3). Changed by vote of Board of Directors in regular meeting, March 1, 1988 to be effective June 1,1988.
Section 10.2: Membership Dues: Regular membership changed to $30.00 annually (2.1.1), Student dues changed to $17.50 annually (2.1.2) and Family changed to $15.00 annually (2.1.3). Changed by vote of Board of Directors in regular meeting, April 27, 2010 to be effective June 1, 2010.