Weaver’s Guild of Rhode Island
By – Laws, Revised December 1995
Article I: Name of Corporation
The name of this corporation shall be the Weaver’s Guild of Rhode Island.
Article II: Corporate Purpose
The purpose of this corporation shall be to study and promote the arts of handweaving, spinning, dyeing and related activities in the fiber arts and to educate the membership of the corporation and the general public in the arts of handweaving, spinning, dyeing and in related activities in the fiber arts. In furtherance of these objectives, the Weaver’s Guild of Rhode Island shall:
a. promote and encourage educational and cultural interest in fiber arts and related crafts among the members of the corporation and the community and encourage artist members to improve and exhibit their work;
b. hold regular meetings throughout the year, summer months excepted, at which all members of the corporation may attend;
c. schedule and present educational lectures, demonstrations and workshops at which guest artists as well as members of the corporation will lecture and demonstrate;
d. donate money or material, from time to time, to another corporation, or corporations, having objectives substantially similar to those of this corporation and operating pursuant to Section 501 (c) (3) of the Internal Revenue Code, and in accordance with Section 7 – 6 – 51 of the Rhode Island General Laws;
e. hold an annual exhibit, as well as other exhibits, open to the public, at which member artists may exhibit their work;
f. do any act or thing incidental to or connected with the foregoing purposes or in advancement thereof, but not for the pecuniary profit or financial gain of its members, directors or officers, pursuant to the Rhode Island Non – Profit Corporation Act, Title 7, Chapter 6 of the Rhode Island General Laws, provided it shall be operated exclusively for charitable, educational and scientific purposes in accordance with, and within the meaning of, Section 501 (c) (3) of the Internal Revenue Code of 1954, as amended (or any corresponding provisions of any future United States Internal Revenue Law). No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in any political campaign on behalf of any candidate for public office.
g. No part of the net earnings of this corporation shall inure to the benefit of or be distributable to its members, officers or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth above.
Article III: Membership
There will be two categories of membership, these being Active Members and Honorary Members.
a. Active Members shall include weavers, spinners, dyers and those interested in the guild and its aims.
1. Active Members shall pay annual dues as determined and approved by the Executive Board, to be collected by the Membership Committee.
2. Each Active Member shall have the right to vote at regular and annual meetings of the corporation.
3. New Active Members joining after March 1stwill be in good standing until May of the following year. Dues are payable at the annual meeting in May. Those Active Members whose dues remain unpaid after the September meeting shall be considered resigned from the membership of the corporation.
b. Honorary Members shall be exempt from dues and fees, but shall not have the right to vote at any meeting of the membership.
c. Active Members may vote to charge themselves extra assessments to provide for the payment of speakers and workshop leaders for special programs that cannot be funded by membership dues.
Article IV: Officers
a. The officers of the corporation shall be the President, Vice – President, Secretary and Treasurer.
b. Each officer shall be elected for a one year term, except for the Treasurer who shall serve for a two year term. No officer shall hold his/her office for more than two consecutive terms.
c. The officers of the corporation and the immediate past President shall constitute the Executive Board together with such other members of the corporation as are deemed necessary.
d. Vacancies occurring before the end of a term shall be filled by a vote of the Executive Board with the exception of the office of President which shall be filled by the Vice – President.
e. The President shall preside at all meetings and shall be an ex – officio member of all committees except the Nominating Committee.
f. The Vice – President shall perform the duties of the President in his/her absence and may succeed to the office of President if vacated.
g. The Secretary shall record and keep the minutes of all meetings.
h. The Treasurer shall receive all funds of the corporation, make and maintain records and books of accounts with respect thereto, and, upon request, make reports of contributions and any other matters mentioned herein, to the Executive Board. The accounts shall be audited and a final report made annually. He/she shall have the authority to disburse the funds of the corporation in amounts of no more than $500.00 per disbursement without prior Executive Board approval.
i. Subject to the prior approval of the Executive Board, the President and the Treasurer may borrow or invest money in the name of the corporation, and in such case they, or either of them acting alone, may execute in the name of, and deliver on behalf of, the corporation such notes, bonds and other evidences of indebtedness as they, or either of them, shall deem proper. The Executive Board may provide for any and all other disbursements of the funds of the Corporation as it shall authorize by majority vote from time to time.
Article V: Committees
The President, with the approval of the Executive Board, shall have the authority to establish committees to be responsible for corporation activities and to name corporation members to these committees.
Article VI: Meetings
a. Regular meetings of the membership shall be held on the fourth Monday of each month unless otherwise indicated.
b. The annual meeting and election of officers shall be held in May.
c. At least twenty – five (25%) percent of the Active Members of the corporation shall constitute a quorum at any regular meeting or annual meeting.
d. Three members of the Executive Board shall constitute a quorum at Executive Board meetings. The Executive Board shall meet a minimum of twice a year.
e. Special meetings may be called by the President at the President’s discretion, but no business shall be transacted at any special meeting except that for which the special meeting was called.
Article VII: Nominating Committee and Elections
a. The Nominating Committee shall consist of three members who shall be appointed by the President with the approval of the Executive Board. These appointments shall be made before the November regular meeting.
b. The first member appointed by the President shall preside as chairperson of the Nominating Committee.
c. The Nominating Committee shall provide a slate of candidates for the offices of President, Vice – President and Secretary each year and nominate a candidate for Treasurer if the incumbent Treasurer will be completing his/her term of office. The slate shall be published in the newsletter before the annual meeting. Other nominations may be made from the floor at the annual meeting.
d. The Active Members shall elect the officers of the corporation at the annual meeting, by a majority vote of those present.
Article VIII: Execution of Instruments
The Executive Board, except as otherwise provided in these by – laws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of the corporation and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized, no agent, officer, or employee shall have the power or authority to bind the corporation by any contract of engagement, or to pledge its credit, or to render it monetarily liable for any purpose or in any amount.
Article IX: Dissolution, Merger or Consolidation
Except as otherwise provided by law, the corporation may at any time dissolve, or merge or consolidate with or into any other non – profit corporation operating in accordance with the above provisions, by a majority vote of the Active Members pursuant to these by – laws and in accordance with Section 7 – 6 – 50 (2) or Section 7 – 6 – 45 (2) of the Rhode Island General Laws. In the event of dissolution, the assets of the corporation objectives substantially similar to those of this corporation and operating pursuant to Section 501 (3) (3) of the Internal Revenue Code, and in accordance with Section 7 – 6 – 51 of the Rhode Island General Laws, which Section 7 – 6 – 51 is incorporated by reference herein.
Article X: The New England Weaver’s Seminar
The President shall appoint two members of the corporation to attend the meeting of the Board of Governors of The New England Weaver’s Seminar, which meetings are held twice a year.
Article XI: Parliamentary Authority
The rules contained in Robert’s Rules of Order Revised shall govern the proceedings of this corporation in all cases to which they are applicable and in which they are not inconsistent with these by – laws.
Article XII: Amendment of the By – Laws
These by – laws may be altered, amended or repealed in whole or in part at any regular or special meeting of the membership by a two – thirds vote of the Active Members present and voting, provided the action proposed to be taken, shall have been presented in writing and read to the Active Members present at the previous regular meeting and notice of said proposed action is sent to all Active Members prior to the meeting in which such vote takes place.
By – Laws Approved
Date: December 1995