Texas Basket Weavers Association By-Laws

Article 1. NAME
Section 1.01 The name of this organization shall be the Texas Basket Weavers Association (TBWA).
Article 2. STATEMENT OF PURPOSE
Section 2.01 The purpose of the Texas Basket Weavers Association (the Association) is to provide educational opportunities to individuals as we perpetuate the art of basketry, to stimulate interest and knowledge in all phases of basketry, to enhance the skills of our members, and to promote public interest in the historic craft. We will also engage in charitable activities as we encourage our members to donate their time and expertise to demonstrate basket weaving techniques to various cultural and entertainment outreach programs and exhibitions offered by community, city, county, and state entities to youth groups and adult programs.
The Corporation is organized exclusively for educational and purposes within the meaning of section 501(c)(3) of the Internal Revenue Code. The Association is a non-profit corporation under the laws of the State of Texas.
Article 3. FISCAL YEAR
Section 3.01 The Fiscal Year for the Texas Basket Weavers Association shall be July 1st through June 30th.
Article 4. MEMBERSHIP
Section 4.01 Individual Membership
A. Active membership shall be accorded to any person eighteen (18) years of age or older interested in furthering the purpose of this Association, upon payment of annual dues.
B. In order to maintain membership, a member must remain in good standing. A member may lose good standing and have membership terminated for conduct detrimental to the Association, at the sole discretion of the Board of Directors.
Section 4.02 Other Membership Classes
A. Other membership classes/categories may be added upon approval/adoption by the Board of Directors.
Article 5. DUES
Section 5.01 Dues to be paid to the Association shall be proposed by the Board of Directors, presented to the full membership, and approved by a majority vote of the members voting. Initial dues of the Association are set at Thirty Dollars ($30) by the initial trustees
Section 5.02 Dues shall not be prorated and are not refundable. The membership year of this Association shall be May 1 through April 30.
Section 5.03 Dues are payable May 1.
Section 5.04 Dues shall be payable to the Association and submitted to the Membership Director.
Section 5.05 Dues will become in arrears thirty (30) days following the date payable. Any member who has not paid dues thirty (30) days after the date payable shall be dropped from membership.
Article 6. ACTIVITIES
Section 6.01 The Association will:
A. Hold an annual conference during each calendar year;
B. Hold the Annual meeting and elections at the annual conference;
C. Maintain Texas Basket Weavers Association membership roster;
D. Encourage formation of local chapters;
E. Develop outreach programs to promote the art and education of basketry; and
F. Publish an annual roster of members and provide a subscription to the “Lone Star Twinings” newsletter to members in good standing.
Article 7. GOVERNANCE
Section 7.01 The governance of this Association shall be vested in the Texas Basket Weavers Association Board of Directors (herein referred to as the Board) and the voting membership.
Section 7.02 The voting members of the Board, charged with the management of the Association, shall consist of the following Officers: President, Vice-President, Secretary, Treasurer, Membership Director, and four (4) elected Member(s)-at-Large.
Section 7.03 Non-voting members of the Board shall be the newsletter editor, the conference coordinator(s), the Immediate Past President, and Parliamentarian. Non- voting members of the Board may serve more than one successive term in the same office. The term for non-voting members of the Board shall be two (2) years.
Section 7.04 The duties of the Officers and Members-at-Large shall be as follows:
A. The President shall:
(a) Supervise and control the business and affairs of the Association;
(b) Preside at the Annual Meeting, Board of Director Meetings, and other meetings of the Association as required; and
(c) Perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors.
B. The Vice-President shall:
(a) Assist the President in the performance of her/his duties; and 
(b) Preside at all meetings, in the absence of the President;
C. The Secretary shall:
(a) Keep a complete record in a permanent file of all proceedings of this Association, its Board Meetings and the Annual General Business Meeting;
(b) Submit the minutes of all Board Meetings to Board Members for corrections and changes within fourteen (14) days after each meeting; and
(c) At the conclusion of the term of elected office, the Secretary will surrender all kept minutes to the Board of TBWA.
D. The Treasurer shall:
(a) Maintain accurate and up-to-date financial records;
(b) Pay all authorized bills;
(c) Promptly deposit all Funds received by the Treasurer;
(d) File all required tax forms with the IRS and state annually, including any tax exemptions; and
(e) Provide an annual budget report along with any other financial reports requested by the Board.
E. The Membership Director shall:
(a) Collect, record, maintain, and revise membership information for future mailings, electronic communications, and any other official purpose;
(b) Prepare the Membership Directory for publication;
(c) Upon receipt and confirmation of membership dues, deposit all membership dues in the Association’s account; and
(d) Distribute the membership directory to all members in good standing.
F. Members-at-Large shall:
(a) Attend all Meetings of the Board, the Annual Conference General Business Meeting, and any Special General Membership Meetings if called; and
(b) Represent the general membership.
Section 7.05 The Officers of the Board of Directors shall be elected by the active members at the annual Meeting. The term of office for Officers shall be two years beginning March 31st following her/his election. After serving two consecutive terms (4 years), at least one year must elapse before a Board Member (voting or non-voting) may be elected or appointed again.
Section 7.06 A Board Member may resign at any time by delivering written notice to the President or Vice-President.
Section 7.07 A Board Member may be removed from office for cause by a vote of the majority of the Officers.
The Board Member involved shall be given an opportunity to be heard at the meeting.
Section 7.08 No Board Member shall not incur any debts or pay any bills except as officially approved by the Board.
Article 8. COMMITTEES
Section 8.01 Standing Committees
A. All standing committee chairs are appointed for a term of one (1) year and may serve two (2) successive terms with Board approval.
B. Standing committees shall:
(a) Have at least one Board Member on each committee; and
(b) Submit a copy of the committee meeting minutes to the Secretary of the Association within fourteen (14) days following the committee meeting.
C. Current Standing Committees are the Nominating Committee, Finance Committee, and the Conference Committee. Others may be required as necessary.
D. The Nominating Committee shall:
Consist of Immediate Past President, the Parliamentarian, and no less than two (2) Association members appointed by the President. (No member of the Committee shall be a candidate for office.)
(a) Have the Immediate Past President shall serve as the Committee Chair person.
(b) Recruit Officers and Members-at Large to be elected at the annual meeting.
E. The Finance Committee shall:
(a) Consist of the following members: Treasurer of the Texas Basket Weavers Association, one other Board Member, and at least one member from the general membership appointed by the President;
and.
(b) Review the Association’s financial records once a year.
F. The Conference Committee shall:
(a) Work closely with the President in the scheduling of Conference events. No contract or financial agreement shall be entered into by the Conference Coordinator. Contracts must be signed by the President of the Association with approval of the Board.
Section 8.02 Other Committees
A. Other committees may be created and dissolved by the Board as needed.
B. The President shall appoint the chair of the Special Committees with Board approval.
Article 9. MEETINGS
Section 9.01 Annual Meetings
A. An annual meeting shall be held at the conference
B. Business will consist of election of Board Members and any other business necessary to be brought before the General Membership.
C. The annual meeting is open to all members in good standing in attendance
D. A quorum shall consist of at least twenty (20) members of the Texas Basket Weavers Association present and eligible to vote.
Section 9.02 Board of Directors Meetings
A. Board Meetings shall be held at the annual conference and at other times and locations as may be deemed necessary. Duly noticed Board Meetings may be held either at a specified location, via conference call, or other electronic means.
B. Notice of each regular or special Board Meeting, stating the time and place, shall be mailed (electronic or USPS) to each Board Member at least fourteen (14) days prior to the meeting. Notice of these meetings shall be posted on the Association’s website.
C. A quorum shall consist of five (5) Officers. In the case of Board vacancies, a quorum will consist of a majority of the voting board members.
D. In the event of a called Board Meeting in which a voting member of the Board is unable to attend, said Board Member may elect to provide a written proxy to another voting member of the Board in order to provide a needed quorum of necessary votes for the Board to conduct business on behalf of the association
E. Each local guild is encouraged to send a representative to the Board Meetings as an observer (no voting privileges).
F. Special Meetings of the Board may be called when necessary by the Board President or by three (3) Board Members.
Section 9.03 Special General Membership Meetings
A. May be called by the President or by any twenty (20) members.
B. The location of the meeting and its purpose shall be published through electronic communications at least fourteen (14) days prior to the meeting.
C. A quorum shall consist of at least twenty (20) members of the Texas Basket Weavers Association present and eligible to vote.
Article 10. ELECTIONS
Section 10.01 Officers shall be elected by the voting membership each year at its annual meeting from a slate of candidates proposed by the Nominating Committee and approved by the Board of Directors.
A. The election of Officers shall be based upon receiving a simple majority of votes cast by active members in good standing who are present at the time of voting;
B. Each member of the association has one vote. No member may vote by proxy; and
C. Newly elected Officers and Members-at-Large shall be announced at the annual conference.
Article 11. BOARD VACANCIES
Section 11.01 In the event that the President is unable to complete the two-year term of office, the Vice President shall finish out the term as President.
Section 11.02 If both the President and Vice President become vacant simultaneously, the seats shall be filled by election of a member of the Board at a Board Meeting called by the Immediate Past President.
Section 11.03 Vacancies during the term of office shall be filled through the Presidential appointment with the approval of the Board. An Officer elected to fill a vacancy shall be elected for the unexpired term of her/his predecessor in office.
Article 12. FINANCIAL OBLIGATIONS
Section 12.01 All contracts and other instruments of writing, such as purchase orders, promissory notes and the like, shall be authorized by Board and shall be executed on behalf of the Association by the President. Minutes of the authorization will record all voting results in detail. In the absence of the President, the Vice President, or Treasurer shall be authorized to execute such documents.
Section 12.02 All bank accounts in the name of the Association shall bear the President's, Secretary’s and Treasurer's signatures. Checks may be signed and withdrawals made by either officer on behalf of the Association.
Section 12.03 The Association will not be responsible for any unauthorized expenditures made in the name of the association.
Section 12.04 The Board of Directors of the Association, now or hereafter elected, shall not be personally liable to the Association creditors for any indebtedness or liability, and any and all creditors shall look only to its assets for payment.
Section 12.05 The Association shall, to the maximum extent permitted by law, indemnify each of its agents against reasonable expenses, judgments, fines, settlements (only if approved by the Board) and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact any such person is or was an agent of the Association.
Article 13. LOCAL GUILDS / ORGANIZATIONS
Section 13.01 In order to promote local basket weaving guilds, the Association shall:
A. Provide expertise to assist and encourage groups of basket weavers in forming a local association or guild;
B. Encourage local guilds to send a representative to the Board Meetings; and
C. Request that local guilds submit items for inclusion in the newsletter editor at least fourteen (14) days prior to the publication date. They will provide a contact person for clarification regarding the submission.
Article 14. AMENDMENT OF BY-LAWS
Section 14.01 By-Laws of the Association may be amended at the Annual Meeting or Special General Membership Meeting by the general membership of the Association. Amendment of The By-Laws requires approval by two-thirds (2/3) of the members present at the annual or Special meeting.
Section 14.02 By- Laws should be reviewed annually by the Board and revised when necessary. In addition, any member in good standing may propose changes to the By-Laws to the Board of Directors. Such proposed changes shall be in writing and shall be received by the Secretary of the Association at least thirty (30) days prior to any meeting where they may be acted upon.
Section 14.03 After the Board of Directors reviews and approves the proposed amendments, the Board shall publish an “Intent to amend the By-Laws”. This notice shall be sent to the current general membership at least fourteen (14) days prior to the meeting. Notice will be given by e-mail, with further information provided on the Association website and/or newsletter.
Article 15. PARLIAMENTARY AUTHORITY
Section 15.01 The Association Meetings will be governed by Robert’s Rules of Order, Newly Revised in all cases to which they are applicable, and in which they are not inconsistent with these bylaws.
Article 16. DISSOLUTION
Section 16.01 Upon the dissolution of the corporation, assets shall be distributed for 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. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county 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.
Further, it is the intention and desire of the founding directors that any assets at dissolution be distributed to a 501(c)(3) charity as follows, in priority order:
First - to one or more organizations with similar purposes to the Texas Basket Weavers Association within the state
of Texas;
Second - to one or more museums, educational, or charitable organizations or institutions within in the State of
Texas that promotes public interest in basketry; or
Third - to a non-profit association of basket weavers from another state.
Article 17. CONFLICT OF INTEREST POLICY
Section 17.01 Pursuant to IRS requirements for Section 501(c)(3) corporations, the attached Conflict of interest
policy in incorporated into the by-laws of TBWA. Upon taking office and annually thereafter, each officer and/or
director will personally review this policy and sign a new signature page of the document.
Adopted by Initial Trustees: Date
Adopted by the membership at the next annual meeting
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