SOUTHERN ARIZONA WOODTURNERS ASSOCIATION, INC. BY-LAWS
(A CHAPTER OF THE AMERICAN ASSOCIATION OF WOODTURNERS)
ARTICLE I - Name
The name of this organization shall be the Southern Arizona Woodturners Association. This organization shall also be identified as "the Southern Arizona Woodturners Association” or by the acronym “SAZWA”, and may be referred to in these by-laws simply as the “Chapter". The principal office of the corporation shall be located at the address of its then currentChairman of the Board of Directors. The current elected President of the chapter is the Chairman of the Board of Directors. The corporation may have other offices and may conduct its business at such other locations as the Board of Directors may determine from time to time. In the event the Chairman of the Board of Directors is not a resident of Arizona, an Arizona resident will be appointed from among the Directors as the agent.
ARTICLE II - Mission Statement
Our mission is to provide education and information to those who are interested in woodturning. We define woodturning as the shaping of all or some of the wood using a lathe, which results in objects and images that range from the familiar to the profound.This includes but is not limited to everything from decorative and functional bowls, boxes, and vessels, to furniture, architectural spindles, toys, tools, musical instruments, and sculptural objects. The chapter may also provide education and information about all types of woodworking that does not require the use of a lathe.An addition mission is to support charitable causes and organizations through woodturning.
ARTICLE III - Purposes and Objectives
In following the thrust of our Mission Statement, SAZWA shall promote an interest in
woodturning for persons of all levels of competence and experience, including beginners to advanced professionals; to provide up-to-date information, education and guidance for all members; to stimulate creativity, and to explore new methods and techniques for advancing woodturning as both a creative craft, and as a unique art form; and to encourage membership in, and continued support for, the American Association of Woodturners.
Section A, The Southern Arizona Woodturners Association is formed and shall be operated exclusively for “charitable, scientific and educational” purposes as those terms are defined within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding section of any future Internal Revenue Law of the United States) as now enacted or as may be hereafter amended (“Code”). The primary mission is to create and coordinate a wide range of educational opportunities for woodturners and people interested in woodturning.
Section B, Private Inurement. No part of the net earnings of SAZWA shall inure, directly or indirectly, to the benefit of any private person or individual; and no Director, or officer of SAZWA shall receive any pecuniary benefit of any kind except reasonable compensation for services actually rendered to SAZWA in effecting its corporate compensation for services rendered to the Association in effecting its corporate purposes. No substantial part of the activities of SAZWA shall consist of carrying on propaganda or otherwise attempting to influence legislation; nor shall SAZWA participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of any candidate for public office.
Section C, Liquidation. In the event the Southern Arizona WoodTurners Association is dissolved and liquidated, the Board shall, after paying or making provision for payment of all the liabilities of the Chapter, distribute its remaining assets to one or more organizations described in Section 501(c)(3) of the Code. Any of the property or assets not so distributed shall be distributed by the Court of Common Pleas for the County in which the principal office of SAZWA is located to one or more organizations so described for such purposes.
Section D, Private Foundation Restrictions. For any period in which SAZWA is determined to be a private foundation within the meaning of Section 509 of the Code:
(a) The Association may not merge or consolidate with any corporation or other entity which is not an exempt organization described in Code Section 501(c)(3) and Section 170(b)(1)(A) (other than clauses (vii) and (viii) and which has not been in existence and so described for a continuous period of at least sixty (60calendar months).
ARTICLE IV - Relationship to the American Association of Woodturners
SAZWA shall be a Chapter of the American Association of Woodturners, (AAW), and shall support and participate in the activities of that organization. The 4 Executive Officers of the Chapter agree to be members in good standing of the AAW. The Chapter will encourage all members to become affiliated with the AAW. The AAW specifically disassociates itself from any debts, obligations, or encumbrances of the Chapter; the AAW and its Board of Directors shall have no legal or financial responsibility in the affairs of the (The Chapter) or it’s Board of Directors.
ARTICLE V - Membership
Section A, Qualifications: Regular membership shall be open to all persons eighteen (18) years of age or older. Membership shall be contingent upon the payment of dues as provided for in Article VI of the Bylaws.
Section B, Categories of Membership: The Chapter shall have the following categories of membership:
A Regular Member is any one person who practices woodturning as a profession or avocation, or is interested in woodturning.
An Associate Member is any person under the age of eighteen (18) years, or any individual designated by the Board of Directors at a duly organized membership meeting, and voted unanimously by those present to attain that category. Associate Members shall be exempt from the payment of any dues or fees, and shall be entitled to all privileges of regular members, except the right to vote or hold office.
An Honorary Member is any individual designated by a Board Member or chapter member that has contributed to the chapter in an exemplary manner. Members nominated for this status will be reviewed at a duly organized Board Meeting, and voted unanimously to attain that category. Honorary Members shall be exempt from the payment of any dues or fees, and shall be entitled to all privileges of regular members, except the right to vote or hold office.
Section C, Removal of Member: Removal of any member of SAZWA may be accomplished by a majority vote of the full Board of Directors.
ARTICLE VI - Dues
Section A, Annual Dues: All members shall pay dues as recommended by the Board of Directors and approved by the membership. Dues for members joining during the year shall be pro-rated semi-annually.
Section B, Membership dues are $35 per year for an individual membership and $45 per year for a family membership, with an initial application fee of $10 per person, to cover the cost of name tags. Individuals under the age of 18 (Associate members) pay no dues but must pay the initial application fee. Please note that anyone under 18 attending a SAZWA activity must be accompanied by an adult. Changes in dues must be approved my majority vote at a regular SAZWA meeting.
Section C, Renewal Dues: Will be due on 2nd Saturday of January of each year and payable no later than the 2nd Saturday of March of that same year. Members who do not pay their dues prior to the 2nd Saturday in the March meeting shall be considered to have dropped their membership. Such persons must pay their full annual dues in order to reinstate their membership for the current year. Exceptions to the above may be considered by the Board of Directors should extenuating circumstances be present.The four (4) officers will be exempt from paying dues during the term of their office. In addition, the member who has responsibility to interface with the owners/managers of the meeting location will also be exempt from paying dues.
ARTICLE VII - Fiscal Year
The fiscal year of the Chapter shall be January 1 through December 31, and may be changed by the Board of Directors if such change will benefit the Chapter.
ARTICLE VIII - Meetings
Section A, Monthly Meetings: Regular meetings of the Chapter shall be held on the 2nd Saturday of each month, or at an alternative time, with the time and location determined by the Board of Directors and announced in the newsletter, email or by direct mail.
Section B, Special Meetings: Special meetings may be called by the Chapter's Board of Directors. Also, upon written request of 20% of the Chapter's membership, the Board of Directors shall call a meeting to discuss a specific subject. Notice of a "Special Meeting" shall be published in the Chapter's newsletter, or by separate email or direct mail, at least seven days prior to the date of the meeting. This notice will show the date, time, and place of the meeting, and will include a proposed agenda.
Section C. Quorum: The presence in person, or by proxy, of 25% of members of the Chapter entitled to vote shall be necessary to constitute a quorum for the transaction of business. Members are entitled to vote only if current dues have been paid.
Section D: Proxies: Every member of the Chapter entitled to vote at any regular meeting may vote in proxy. A proxy shall be in writing or email and is revocable at the desire of the member executing it. A proxy vote must be received by one of the officers twenty-four 24 hours prior to the scheduled meeting for the member vote.
ARTICLE IX - Board of Directors
Section A, Powers: The Board of Directors shall be the governing body of the Chapter, and shall have all powers necessary to conduct the business of the Chapter, which are consistent with these By-Laws. The Board of Directors shall nominate Directors, Officers, and appoint committees and fill special positions as may be required. The Board of Directors shall also have the power to abolish any committee or special position.
Section B, Number and Manner of Election: The Board of Directors shall consist of four (4)Elected Executive Officers and no less than two (2) elected Directors (Members at large), and the immediate Past President. The Board of Directors will determine the number of Directors desirable and present it to the membership at the October meeting, and accept any floor nominations at that time. Elections will be conducted at the November meeting with newly elected Directors assuming duties on January 1st, Election will be by a simple majority of votes cast by secret ballot of the membership present.
Section C, Terms of Office: Elected Directors shall serve for terms 1 year. The President and Vice President may serve no more than two (2) complete consecutive terms. The Chapter secretary will record the term of each Director and advise the Board which Directors term expires each year.
Section D, Meetings of the Board: A regular meeting of the Board of Directors shall be held within 30 days of the annual election of Officers and Directors. The President may, when he or she deems necessary, or the Secretary shall, at the request in writing of three (3) members of the Board, issue a call for a special meeting of the Board, at least ten (10) days before the appointed date for the meeting. Due to distances involving considerable travel, special meeting items and related decisions requiring Board approval, may be accomplished via email or direct mail. Proposals must be clearly stated, and responses returned to a designated member of the Board of Directors within five (5) days. It is expected that all members of the Board will respond to any
Section E, Quorum: In regular meetings, a simple majority of Directors present will constitute a quorum. In email ballots (decisions), a majority of Directors currently in office will be required to determine an affirmative vote.
Section F: Vacancies: Whenever any vacancy occurs on the Board of Directors by death, resignation, or otherwise, it shall be filled without undue delay by a majority vote by ballot by the remaining members of the Board of Directors at a regular Board meeting, or at a special meeting which shall be called for that purpose. The election shall be held as soon as possible, but no later than sixty (60) days after the occurrence of the vacancy. The person so chosen shall hold office for the remainder of the term of the Director he or she replaces.
Section G, Removal of Directors: Any one or more of the Directors may be removed with just cause, at any time, by a vote of two-thirds of the members present at any special meeting called for that purpose.
Section H, The Board of Directors (see section E ) or the President and one other member of the Board shall be empowered to spend funds as approved in the Chapter budget and additional expenditures up to $150 that are not listed in the approved budget. Expenditures over $150 that is not in the approved budget shall require the membership approval.
Section I, Directors have the authorization to appoint another member in good standing to fill in for them in a meeting if they will be absent. The Vice President is to fill in for the president as noted in Article X, C, Vice President.
ARTICLE X - Officers
Section A, Number: The Executive officers of the Chapter shall consist of a President, a Vice President, a Secretary, and a Treasurer. These Officers shall serve on, and be included in the Board of Directors. At the discretion of the Board of Directors, the positions of Secretary and Treasurer may be combined.
Section B, Method of Election: The Officers (3 or 4) shall be elected at the November, meeting of the Chapter, and shall serve for terms of one (1) year. The President will select or appoint a Nomination Committee in the September meeting. A slate of Officers shall be developed by the Nomination Committee and presented to the membership at the October meeting, and combined with any nominations from the floor at that time. The election of Officers will take place at the November meeting with the newly elected Officers assuming full duties on 1st of January. Elections will be by a simple majority of votes cast by secret ballet of the membership present.
Section C, Duties of Officers: The duties and powers of the Officers of the Chapter shall be as follows:
PRESIDENT- The President shall be the chief executive officer of the Chapter; shall chair all meetings of the Board of Directors, and regular monthly meetings of the Chapter; shall be authorized to make deposits and withdrawals of the Chapter's funds for Chapter purposes; and shall have the power to enter into and sign contracts in the name of the Chapter whenever such contracts are authorized by the Board of Directors. The President shall have the authority to make committee appointments. The President will appoint a membership Chairman.
VICE PRESIDENT- In the case of death, or the absence of the President, or of his or her inability from any cause to act, the Vice President shall perform the duties of the Office of President. The Vice President will act as the Program Chairman and will select, schedule and coordinate those who will be making a presentation or demonstration during a chapter meeting. The Vice President may appoint additional members to assist in the Program Committee at his discretion. The Program Committee shall coordinate with the presenter for equipment and other
needs, set up the demonstration area and clean up the demonstration area after the demonstration.
The Program Chairman is to ensure that the demonstrator is compensated at the rate agreed upon.
SECRETARY- The Secretary shall attend and keep minutes of all meetings of the Chapter, its Officers, and its Board of Directors. The Secretary shall conduct all correspondence and carry into execution all orders, votes, and resolutions not otherwise committed; shall keep a list of the members of the Chapter through the use of an appointed membership chairman; shall notify the Officers and members of their appointment to committees; and shall maintain a list of the expiration date of each Director's term of office. In the case of absence or disability of the Secretary, the President may appoint a Secretary Pro Tem.
TREASURER- The Treasurer shall be responsible for the handling, depositing, and accounting of all funds of the CHAPTER, and shall provide a quarterly report to the Board of Directors of all receipts, disbursements, and monies on deposit.
ARTICLE XI - Equipment and supplies
The Board of Directors shall coordinate the acquisition of all equipment, and shall regulate and/ or restrict the use of any equipment and supplies belonging to the Chapter.
ARTICLE XII - Amendments
These By-Laws may be amended from time to time by the membership. Such action shall be preceded by giving all Chapter members ten (10) days prior notice of the meeting at which such amendments will be considered and all provisions for proxies and mail in ballots shall have been given. The meeting to consider and approve amendments can be by chapter meeting, email or direct mailed letters. Corrections and clarifications made to these By-Laws shall not be
considered as amendments.
ARTICLE XIII - Indemnification
Each person who has been, now is or shall hereafter be a member of the Board of Directors, an Officer, or committee member of the Chapter, shall be indemnified by the Chapter to the extent of its treasury funds and as permitted by law against all expenses reasonably incurred by him or her in connection with any action, suit, proceedings or the settlement or compromise thereof, or payment of any judgment or fine resulting therefrom in which he or she may become involved by reason of any action taken or omitted by him or her provided that such action was taken or omitted in good faith for the Chapter
ARTICLE XIV - Rules of Order
The meetings of the Chapter shall be conducted in accordance with Robert's Rules of Order.
ARTICLE XV - Conflicts of Interest
Section A, Purpose: The purpose of the conflict of interest policy is to protect SAZWA’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of SAZWA or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Section B, Definitions:
1.) Interested Persons: Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
2.) Financial Interest: A person has a financial interest if the person has, directly or indirectly, through business, investment, or family (a) an ownership or investment interest in any entity with which SAZWA has a transaction or arrangement, (b) a compensation arrangement with SAZWA or with any entity or individual with which SAZWA has a transaction or arrangement, or (c) a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which SAZWA is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under Section C, Paragraph 2 of this
Article, a person who has a financial interest may have a conflict of interest only if the Board of Directors decides that a conflict of interest exists. SAZWA will only enter agreements with an Interested Person if the agreement is at cost or within industry average profit.
Section C, Procedures:
1.) Duty to Disclose, In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
2.) Determining Whether a Conflict of Interest Exists,After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
3) Procedures for addressing the conflict of Interest,
a.) An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
b.) The chairperson of the governing board or committee shall, if appropriate, appoint a
disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
c.) After exercising due diligence, the governing board or committee shall determine whether SAZWA can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
d. ) If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in SAZWA’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
4.) Violations of the Conflict of Interest Policy, If the governing board or committee has
reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. If, after hearing the member's response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action
Section D, Records of Proceedings: The minutes of the governing board and all committees with board delegated powers shall contain (a) the names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing Board's or committee's decision as to whether a conflict of interest in fact existed; and (b) the names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any
alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
Section E, Compensation: A voting member of the governing board who receives compensation, directly or indirectly, from SAZWA for services is precluded from voting on matters pertaining to that member's compensation. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from SAZWA for services is precluded from voting on matters pertaining to that member's compensation. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from SAZWA either individually or collectively, is prohibited from providing information to any committee regarding compensation.
Section F, Annual Statements: Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person (a) has received a copy of the conflicts of interest policy, (b) has read and understands the policy,(c) has agreed to comply with the policy, and (d) understands thatSAZWA is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
Section G, Use of outside Experts: SAZWA may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.
ARTICLE XVI - Prohibited Activities
SAZWA was formed for charitable and educational purposes as set forth in Articles II and III of these By-Laws. Thus, SAZWA recognizes that it is prohibited from undertaking activities which impermissibly benefit private interests. SAZWA shall not engage in any activities not permitted to be carried on by a corporation exempt from federal income tax under § 501(c)(3) of the Internal Revenue Code.