A TEXAS TURN OR TWO, Inc.
Updated January 25, 2014
ARTICLE I – NAME, OFFICES, PURPOSES
1. The Name, Office and Purpose of this nonprofit corporation shall be as filed with the Secretary of State of Texas in its Articles of Incorporation. It conducts business under the Assumed Name of Southwest Association of Turners, also as filed with the Secretary of State of Texas, and is referred to as “the Association” hereafter in these bylaws. The Association shall be a chapter of the American Association of Woodturners.
ARTICLE II – MEMBERS
1. The Association will not have members. The annual Symposium will be open to all persons having an interest in woodturning.
ARTICLE III – BOARD OF DIRECTORS
1. The governing body responsible for the affairs of the Association shall be the Board of Directors (Board). The Board may adopt rules for the conduct of its meetings and the management of the Association, consistent with these Bylaws and the laws of the State of Texas. The Board is the policy making body of the Association, and may delegate specific duties and responsibilities to the Officers and Committee Chairs. Such duties and responsibilities will be found in these bylaws and the Policies and Procedures Manual. (See ARTICLE VII.)
2. Each woodturning chapter in Texas, Oklahoma, Arkansas, Louisiana and New Mexico that is a recognized Chapter of the American Association of Woodturners may, at its option, petition the Association to become a Participating Chapter. A majority vote by the current Board of Directors is required for the petitioning Chapter to become a Participating Chapter in the Association. Each Participating Chapter shall select its Director and notify the Secretary of the Association ten (10) days prior to the beginning of the Review or Annual Meetings. The size of the Board will be determined by the number of ParticipatingChapters.
3. A Director may resign at any time by giving written notice both to the Secretary of the Board and to the Chapter he/she represents. The Chapter shall be responsible for appointing a Director to fill the vacancy.
4. A Chapter may resign from participation in the Association at any time by giving written notice to the Secretary of the Board. If it does so, it relinquishes any and all claims to the assets of the Association. Should the Chapter later wish to be reinstated, it must follow the procedure set forth paragraph 2 above. Should a chapter not be represented by a Director at three consecutive meetings, that chapter will be deemed to have relinquished its right of participation in the Association.
5. Notice to be provided to the Board by Chapters as required in this Article may be delivered in written form either by email or by USPS to the Secretary at the address provided on the Southwest Association of Turners Website.
ARTICLE IV – MEETINGS OF THE BOARD OF DIRECTORS
1.Annual Meeting. Theannual meeting of the Board shall be held during or immediately following the close of the Annual Symposium each year for the purpose of electing Officers and for the transaction of such other business as may come before the Association.
2. A Review Meeting shallbe scheduled by the President in January to review the previous year’s resultsand to establish the status of the Association planning for the subsequent year including thesymposium.
3. Special Meetings. The President or five Directors of the Board may call special meetings by providing notice including the purpose, place, time, and method of the meeting to the Board. Special meetings may be conducted by electronic means that offer simultaneous aural communication of all Directors and Officers participating.
4. Place of Meeting. The President shall designate the location for the annual and review meetings.
5. Notice of Meeting. The President shall provide written notice stating the purpose, agenda, place, day, and hour of the annual and review meetings. Such notice shall be delivered, either personally, by email, or by USPS to each Director, not less than fifteen (15) days before the date of such meeting. See Article IX.
6. Quorum. A majority of current Directors shall constitute a quorum.
7. Voting. A majority vote of the Board present at any meeting will constitute the decision of the Board, except that a two-thirds vote of the Directors present is required to amend the Bylaws of the Association, as described in Article XII, or to remove an Officer (Article V).
8. Single Issue Proposals. Any two Directors or Officers may make a single issue proposal for Board Action to the President to be acted upon outside of a meeting. The President shall call for a Board decision about such a single issue proposal by: 1) notifying the Board about the issue and the need for a decision ten days before an email vote is called, 2) notifying each Director that pro and con comments by each commenting director about the proposal which shall be sent to all Directors three days before the vote is called, 3) providing all of the comments of the individual Directors to all of the Directors twenty-four hours prior to the vote being called and 4) sending an email to each Director requesting a yes or no vote on adopting the proposal. The vote shall be sent to the Secretary by email. A sixty percent vote of the Board is required for an adoption of such a proposal. This method of adopting a proposal shall not be used more than three times per year. The results of such vote will be recorded by the Secretary and read as minutes at the next regular meeting of the Board.
ARTICLE V –OFFICERS
1. The Officers of the Association’s Board shall be the President, the Vice President, the Second-Vice President, the Secretary and the Treasurer. The Board shall elect these Officers at the Annual Meeting each year. An Officer must be a member in good standing of one of the Chapters represented on the Board, but need not be a Director. The Officers and Directors must be members in good standing of the AAW. No Officer shall also serve as a Director. Should a Director be elected as an Officer, his/her Chapter shall designate another Director in his/her place. The term of office shall be for one year, or until their successors are elected and take office following the symposium except for the Treasurer which shall be for the fiscal year. Officers and the Immediate Past President shall have the right to vote only in the event of a tie vote by the Board. The Officers of the Association shall perform the duties prescribed in these Bylaws as well as other duties that may be assigned by the Board from time to time.
2. The Executive Committee (EC) is responsible for the detailed planning and oversight for the annual symposium as well as the day-to-day operation of the Association. The EC is composed of the five Officers of the Association and the Immediate Past President, each with the right to vote on proposals and motions considered by the Executive Committee. The President shall call; preside at; establish the location of; and provide notice to the EC along with an agenda for EC meetings 7 days in advance of the meeting. The Secretary shall take minutes recording the motions and votes of all EC meetings. The current edition Robert’s Rules of Order Newly Revised procedures for small Boards shall be followed at EC meetings including: motions need not be seconded; votes may be taken on clearly understood proposals without motions; informal discussion is in order; the President may participate in the discussion and vote on all questions; among others.
3. An elected Officer may be removed by a two-thirds vote of the Board at any regular or special meeting called for that purpose whenever in its judgment the best interests of the Association would be served thereby.
4. A vacancy in any office shall be filled by the EC for the remaining portion of the term subject to the ratification of the Board. Such ratification may be done by email vote.
5. President. The President shall be the Principal Executive Officer of the Association and shall in general supervise the business and affairs of the Association in a manner consistent with the Policy and Procedures Manual. The President shall preside at all meetings of the Board and the Executive Committee unless his or her performance is the subject of the meeting as well as other functions at the Annual symposium. The President shall prepare an Agenda to be delivered to all Directors with the notice of regular and special Board meetings. The President is responsible for assuring that the various functions and activities prescribed in the Policy and Procedures Manual are carried out in a timely manner in order to assure the success of the Symposium. The President or a delegated member of the Executive Committee shall be ex-officio a member of all committees except the Nominating Committee.
6. Vice President. In the absence of the President, or in the event of his or her inability or refusal to act or if his or her performance is the subject of the meeting, the Vice President shall perform the duties of the President. The Vice President shall maintain the Policy and Procedures Manual and recommend modifications of policies to the Board.
7. Second-Vice President. In the absence of the Vice President, or in the event of his or her inability or refusal to act, the Second-Vice President shall perform the duties of the Vice President. The Second-Vice-President shall maintain a roster of all committees and their chairs and assist the President in assuring that activities prescribed by the Policy and Procedures Manual are being carried out in a timely manner.
8. Secretary. The Secretary shall record the attendance and minutes of meetings of the Board and of the EC, maintain a roster of names, addresses, phone numbers and email addresses of the EC and all Participating Chapters, their Directors and their Presidents and maintain archival records of the activities of the Association.
9. Treasurer. The Treasurer shall oversee the financial affairs of the Association. The Treasurer shall be responsible for collecting, depositing and disbursing funds and for reporting all financial activities with a comparison to the Budget (see article VI, Finance Committee) to the Board. Said reports shall be submitted in writing, on an annual basis by the Treasurer of the previous year, at the Review Meeting. A copy of the Annual Financial Report, after the Board approves it, shall be mailed to each Chapter for inclusion in its records. One other EC member, usually the President, shall be a signatory to the bank account, but will exercise that privilege only in case of absence, or disability, or at the request of the Treasurer. The Treasurer shall be a member of the Finance Committee. The term of office of the Treasurer shall be the fiscal year.
10. Immediate Past President. The Immediate Past President shall be a member of the Executive Committee to provide advice and counsel to the President and serve other specific roles as assigned by the President.
ARTICLE VI – COMMITTEES
1. Standing Committees. The Standing Committees shall be: 1) Nominating Committee, 2) Program Committee, and 3) Finance Committee. All Committees and their chairs except the Nominating Committee shall be appointed by the President and serve the same term as the President. The Nominating Committee shall be elected by the Board. All Standing Committees shall report to the Board. All Standing Committees shall have at least three members.
2. Nominating Committee. At the time of the Annual Election a Nominating Committee of Three Officers or Directors shallbe elected by the Board. The duties of the Nominating Committee are:
a. Develop a slate of candidates for: President, Vice President, Second-Vice President, Secretary, Treasurer and three members of the Nominating Committee for the subsequent year.
b. Interview all candidates, apprise them of the duties of the position sought, and confirm their willingness and ability to perform these duties.
c. Ensure that there is at least one candidate for each Officer of the Board position except the Immediate Past President and three candidates for Nominating Committee positions.
d. The chair of the Nominating Committee shall conduct the nominations from the floor and election of the subsequent year Nominating Committee and Board Officers at the Annual Meeting by ballot and appoint Tellers for counting the vote.
The Nominating Committee shall elect its chair.
3. Program Committee. The Program committee shall develop a Slate of Lead Demonstrators for at least two years ahead and Regional Demonstrators for the current year, allocate demonstration rooms, and develop the rotation schedule. Lead Demonstrators for the current year shall be approved by the Board at the January Review meeting.
4. Finance Committee. The Finance Committee shall develop a Budget based on input from the Program Committee, and other committees and recommend fees for registration, vendor booths etc. The budget shall be approved by the Board at the January Review meeting. The Treasurer is a member of the Finance Committee.
5. Other Committees. The EC may establish other committees it may deem necessary and appropriate for the functioning of the Association and in particular the operation of the Symposium. The President shall appoint the chair of all Other Committees. Each committee shall report to the EC and shall consist of at least two members. A Table of duties and times for actions by the Committees shall be maintained in the Policy and Procedures Manual.
6. All actions by Committee shall be confirmed by majority vote. Committee meetings using email are authorized. Each member of the Committee shall be an addressee of each email. Both Standing and Other Committees shall report at each Board Meeting as required by the President.
ARTICLE VII -- POLICIES AND PROCEDURES MANUAL
The Policies and Procedures manual contains the policies approved by the Board and the procedures developed by past Committee chairs and Officers of the Association. Policies shall be followed by Officers, Committee chairs and others in carrying out the activities of the Association. Procedures are meant to offer the guidance and experience of the organization as well as the time line for producing the Symposium but are meant to be flexible enough that Committees may modify them without Board approval.
ARTICLE VIII – FISCAL YEAR
The fiscal year of the Association shall begin on January 1 and end on December 31 in each year.
ARTICLE IX NOTICE
Notice is the provision of information about the time, place, and purpose of a meeting of any entity of the Association. Notice to Directors shall be in writing and may be delivered personally at any Regular or Special meeting, by mail, by facsimile, or by email to the Directors at their postal or email addresses appearing on the current roster of the Board of the Association. Notice by mail shall be deemed to be given at the time it is deposited in the United States mail. Notice by facsimile or email shall be deemed to be given when sent.Notice to the EC shall be provided by email.
ARTICLE X – PARLIAMENTARY AUTHORITY
The rules contained in the current edition of Robert’s Rules of Order, Newly Revised shall govern the Association in all cases to which they are applicable and in which they are not in conflict with Texas Statutes, the Articles of Incorporation of the Association, these Bylaws, or any special rules of order the Board may adopt.
ARTICLE XI – DISSOLUTION OF THE ASSOCIATION
Upon dissolution of the Association, its assets shall be distributed to one or more exempt purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. The Board in office at the time of dissolution shall be responsible for the distribution of these assets.
ARTICLE XII – AMENDMENT OF THE BYLAWS
These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by a two-thirds vote of the Directors present at any regular meeting or at any special meeting, if at least thirty (30) days Notice is given to Directors of record of the intention to alter, amend or repeal or to adopt new Bylaws at such meeting.
These revised Bylaws were adopted by a two-thirds majority vote of a quorum of the Board of Directors at a meeting held for such purpose, among others, on January 25, 2014, a draft copy having been provided to each Director thirty (30) days prior to the vote.
Signed, by Wayne Furr, President Almeta Robertson, Secretary
A signed copy is available for download here.