MADISON AREA POTTERS GUILD, INC.
BYLAWS
The name of this Association shall be the Madison Area Potters Guild, Inc., and shall be referred to in this document as “the Guild”. Madison Area Potters Guild, Inc. is incorporated as a Wisconsin nonstock corporation, and will apply to be recognized as tax-exempt under Section 501(c)(3) of the Internal Revenue Code.
ARTICLE I
PURPOSE
The purpose of Madison Area Potters Guild, Inc. is to provide educational opportunities and supportive relationships for professional and non-professional potters and ceramic artists in the greater Madison, Wisconsin area and to further the common good and general welfare by enhancing the public’s knowledge, interest and appreciation of pottery and ceramic arts through exhibitions, presentations, and sales. The Guild is expressly prohibited from engaging in any activity that would be inconsistent with the status of an educational, scientific, and charitable organization as defined in Section 501(c)(3) of the Code.
ARTICLE II
MEMBERSHIP AND DUES
2.1. Members. The Guild has two levels of membership as described in Section 2.3. The membership of the Guild shall be composed of those individuals who meet the qualifications of Section 2.2, agree to support the purposes of the Guild., and meet other criteria that the Board may designate from time to time (the “Members”).
2.2. Eligibility. Any individual who supports the Mission, Purpose, and By-Laws of the Guild and is 18 years of age or older. An eligible individual may become a Member by completing the membership application and paying dues, consistent with Board requirements and these Bylaws. The Board shall have the power to designate additional requirements for membership from time to time.
2.3 Member Types. There shall be two levels of membership, the Regular Member and the Juried Member. A Juried Member is a member that has met the standards and expectations of the Guild jury process. A Regular Member is all other Members of the Guild.
2.4. Dues Assessment.
(a) Dues for both Juried Members and Regular Members shall be determined annually by the Board and shall be assessed on a per member basis. Juried Members shall be assessed a one-time fee as set by the Board.
(b) Dues are payable annually by each Member in the amount and on the schedule determined by the Board.
(c) Dues may be pro-rated based on the policy determined by the Board.
2.5. Rights of Members. A Member’s right to vote under Section 3.3 and/or to hold a position on the Board shall cease upon lapse of membership for failure to pay dues by a date of each fiscal year determined by the Board or by resignation, expulsion or suspension pursuant to § 181.0620, Wis. Stats.
(a) Regular Members shall be entitled to all benefits conferred by the Guild except for the opportunity to participate in the Guild’s booth at Art Fair on the Square and other events in which jurying is a requirement. Regular Members shall also be allowed to serve on committees as well as be allowed to attend meetings, educational events, field trips, and the Guild’s social media pages.
(b) Juried Members shall be entitled to everything a Regular Member is entitled to as well as the opportunity to participate in the Guild’s booth at Art Fair on the Square and other juried events in which the Guild participates.
ARTICLE III
MEETINGS OF MEMBERS
3.1. Annual Meeting. The Guild shall hold an Annual Meeting of Members at a time and place to be fixed by the Board of Directors (the “Board”).
3.2. Special Meetings. Special meetings of the Members may be held at the call or the request of the President, a majority of the Board, or the request of at least twenty percent (20%) of the Members. Notice of the time and place shall be given in sufficient time for the convenient assembly of the Members.
3.3. Attendance and Voting. Attendance at the Annual Meetings and any Special Meeting is open to all Members. Each Member has one vote on any matter submitted to the Members. All matters submitted to the Members are determined by a majority vote of those present and voting.
3.4. Quorum. Except as otherwise provided in these Bylaws, the presence in person or by proxy of Members who have at least twenty-five (25%) percent of the total voting power of the Members constitutes a quorum at all meetings of the Members.
3.5. Proxies. At all meetings of Members, each Member may vote in person or by proxy. All proxies shall be in writing and filed with the Secretary before the appointed time of each meeting.
3.6. Conduct of Meetings. The President shall preside over all meetings of the Members. The Secretary shall keep the minutes of the meeting and record in an electronic minute book all resolutions adopted at the meeting as well as recording all transactions occurring at the meeting.
3.7. Informal Action. In accordance with §181.0704, Wis. Stats., any action required or permitted to be approved by the Members, may be taken without a meeting if a consent in writing setting forth the action to be taken, shall be signed by Members holding at least two thirds (2/3) of the voting power of the Guild. Any such consent signed by two-thirds of the members has the same effect as a two-thirds vote and may be stated as such in any document filed with the Department of Financial Institutions. For purposes of this section, pursuant to § 181.0821(1r) of the Wisconsin Statutes, “in writing” includes a communication that is transmitted or received by electronic means and “signed” includes an electronic signature, as defined in §181.0103 (10p) of the Wisconsin Statutes, as amended from time to time.
3.8. Notice of Meetings.
(a) Notice shall be provided to each Member regarding each Annual and each special meeting, stating the time and place of the meeting, and in the case of a special meeting, the purposes of the special meeting.
(b) Notice of a member meeting shall be given not less than ten (10) days, not more than forty-five (45) days, before the date scheduled for the meeting
referred to in the notice. Notice may be given by E-mail.
(c) Whenever any notice is required to be given under the provisions of Wisconsin nonstock corporation law or under the provisions of the Articles of Incorporation or the Bylaws of this Guild, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE IV
BOARD OF DIRECTORS
4.1. General Powers. The management, control and operation of the affairs and properties of this Association are vested in the Board of Directors of the Guild. The Board is responsible for planning, coordinating, communicating, and managing all Guild activities.
4.2. Number of and Criteria for Directors. The Board will consist of an odd number consisting of no fewer than five (5) and no more than nine (9) persons (a “Director” or, collectively, the “Directors”). Each Director shall be a Member of the Guild in good standing. Other qualifications for Directors and criteria for the selection process may be established from time to time by the Board.
4.3. Term. Each Director shall serve a term of two (2) years and shall serve until his or her successor is elected. The terms shall be staggered such that approximately one-half (1/2) of Directors’ terms expire each year.
4.4. Nominations and Election. Recommendations for Director nominees may be submitted by Members, incumbent Directors, officers, or any other interested persons, unless otherwise determined by the Board. The slate of director-nominees shall be presented to the Members at the Annual Meeting of Members. The Members shall elect the Board from this slate of nominees or such other persons as it may wish to consider. Each Member shall vote for the number of directors to be elected. The nominees with the greatest number of votes are elected.
4.5. Removal/Vacancy. The Members may remove a Director at any time upon a two thirds (2/3) vote of the Members present at a meeting with a valid quorum or a simple majority of the Board of Directors then in office. If Members approve removal of a Director, a replacement shall be named by the Members, based upon recommendations of the Board or nominations from the Members. When vacancies on the Board occur by reason of death, resignation, failure of qualification, or otherwise, a replacement Director shall be named by the Board until the next meeting of Members or, if no replacement is named, the number of Directors shall be reduced by such vacancies until qualified replacements are appointed. At no time will the number of Directors be fewer than five (5).
4.6. Annual Meeting. The Guild shall hold an Annual Meeting of Directors, at a time and place to be fixed by the Board. The agenda for the Annual Meeting of Directors shall include but not be limited to the election of the officers pursuant to § 5.2.
4.7. Regular and Special Meetings. Regular meetings of the Board shall be held at least quarterly and at such times and at such place as the President may designate. Special meetings of the Board may be called by the President, or by at least two Directors of the Guild at such time and place as the Directors calling the meeting may specify and in accordance with the notice requirements of this Article 4.
4.8. Quorum. A majority of the Board shall constitute a quorum for the transaction of business at any meeting of the Board, provided that if less than a majority of the Directors are present, those Directors present may adjourn the meeting from time to time without further notice.
4.9. Manner of Acting. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board except where otherwise provided by law or by these Bylaws.
4.10. Informal Action. In accordance with § 181.0821, Wis. Stats., any action required to be taken at a meeting of the Board, or any other action which may be taken at a meeting of the Board, may be taken without a meeting if a consent in writing setting forth the action to be taken, shall be signed by two-thirds of the Directors entitled to vote with respect to the subject matter thereof, provided all Directors receive notice of the text of the written consent and of its effective date and time. Any such consent signed by two-thirds of the Directors has the same effect as a two-thirds vote and may be stated as such in any document filed with the Department of Financial Institutions. For purposes of this section, pursuant to § 181.0821(1r) of the Wisconsin Statutes, “in writing” includes a communication that is transmitted or received by electronic means and “signed” includes an electronic signature, as defined in §181.0103 (10p) of the Wisconsin Statutes, as amended from time to time.
4.11. Meetings by Electronic Means of Communication. Members of the Board or any committee of the Board may conduct any regular or special meeting by use of any electronic means of communication provided, (1) all participating Directors may simultaneously hear or read each other’s communications during the meeting or (2) all communication during the meeting is immediately transmitted to each participating Director and each participating Director is able to immediately send messages to all other participating Directors. Before the commencement of any business at a meeting at which any Director does not participate in person, all participating Directors shall be informed that a meeting is taking place at which official business may be transacted. Participation in such manner shall constitute presence in person at such meeting for the purposes of these Bylaws.
4.12. Compensation. Directors shall not be paid for their services as Directors or officers, provided however, Directors and officers may receive reimbursement of expenses related to serving as a Director or officer or for services rendered to the Guild in another capacity.
4.13. Notice. Meetings must be preceded by at least forty-eight hours notice to each Director, or seventy-two hours notice if notice is given by mail or private carrier. Written notice shall be deemed given at the earlier of the time it is received or at the time it is deposited with postage prepaid in the United States mail or delivered to the private carrier. Notice may be given by E-mail.
4.14. Conflict of Interest. The Board shall adopt and abide by the Conflict of Interest Policy adopted by the Board.
ARTICLE V
OFFICERS
5.1. Officers. The officers of the Guild are a President, one or more Vice Presidents, a Secretary, a Treasurer, and other officer positions created by the board from time to time. Only Members who have held membership in the Guild for at least one year are eligible to become officers.
5.2. Election. The officers shall be elected by the Board at the annual meeting of the Board. To be eligible for election as an officer, a Director shall be a member of the Board of Directors. A Director may be re-elected, subject only to the limitation regarding service on the Board of Directors.
5.3. Term of Office. Officers shall be elected for two (2) year terms. Officers shall serve until their successors are elected.
5.4. President. The President will preside at all meetings of the Board and the membership meetings. The President will have the necessary authority and responsibility for the administration of the affairs of the Guildsubject only to such Bylaws as may be adopted and such
orders as may be issued by the Board. The President will advise and make recommendations to the Board relating to the operation and long-range planning of the Guild. The President may sign with the Secretary or other proper officer of the Guild authorized by the Board any deeds, bonds, contracts or other instruments which the Board has authorized to be executed, and shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board.
5.5. Vice President. The Vice President will have such duties as determined from time to time by the Board. The Vice President will discharge the duties of the President in the event of his or her absence or inability to act, in order of rank. The Vice President will assist the President in the performance of his or her duties as the President directs, including coordinating monthly Board meetings and annual elections.
5.6. Secretary. The Secretary will sign documents of the Guild from time to time as required; perform such duties as may be assigned by the President; will keep the minutes of the meetings of the Board in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these Bylaws, or as required by law; and be custodian of the corporate records. The Secretary shall provide a copy of the minutes to each Board member following a Board meeting and to the general membership after the Annual Meeting of Members. The Secretary shall keep a record of past and current Officers, Board members, committee members, and the general membership.
5.7. Treasurer. The Treasurer will be responsible for the custody of the funds and securities of the Guild which will come into the Treasurer’s hands, and will advise the Board respecting its financial condition and the handling of its monies and investments and perform such additional duties as may be assigned to the Treasurer by the President. The Treasurer shall provide to the Secretary a list of Members who have paid annual dues by the deadline in advance of the Annual Meeting of Members established by the Board.
5.8. Vacancies.
(a) If the President’s office becomes vacant, then a Vice President chosen by the Board shall assume the office of President for its unexpired term, and that Vice President’s office shall remain vacant, unless the Board chooses to appoint a replacement. If there is no Vice President, the Treasurer shall assume the office of President, and the Secretary shall assume the office of Secretary/Treasurer, unless the Board determines otherwise.
(b) If a Vice President’s office becomes vacant, that position shall remain vacant until the next annual meeting of the Board, unless the Board chooses to appoint a replacement.
(c) If either the Secretary or Treasurer offices become vacant, the two offices shall be combined and the remaining officer shall assume the office of Secretary/Treasurer, unless the Board chooses to appoint a replacement.
ARTICLE VI
COMMITTEES OF THE BOARD OF DIRECTORS
The Board may appoint such committees as it desires. If an Executive Committee is formed, it shall consist of at least three (3) Directors and be comprised of only Directors. The Executive Committee shall have and may exercise, when the Board is not in session and without specific designation, all of the powers of the Board in the management of the affairs of the Guild, except action with respect to election of officers or the filling of vacancies on the Board or on committees. Any other committee that does not consist entirely of Directors shall be chaired by a Director and include as many non-Director volunteers as the Board desires. Any other committee that does not consist entirely of Directors shall have only the authority delegated to it by the Board.
ARTICLE VII
CONTRACTS, CHECKS, DEPOSITS AND FUNDS
7.1. Contracts. The Board may authorize any officer or officers, agent or agents of the Guild, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Guild, and such authority may be general or confined to specific instances.
7.2. Checks, Drafts, Etc. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Guild, will be signed by such officer or officers, agent or agents of the Guild and in such manner as is from time to time to be determined by resolution of the Board. In the absence of such determination by the Board, such instruments will be signed by the Treasurer and countersigned by the President or a Vice President of the Guild.
7.3. Deposits. All funds of the Guild will be deposited from time to time to the credit of the Guild in such banks, trust companies or other depositaries as the Board may elect.
7.4. Gifts. The Board may accept on behalf of the Guild any contribution, gift, bequest or devise for the general purposes or for any special purposes of the Guild.
7.5. Books and Accounts. The Guild will keep or cause to be kept correct and complete books and records of account and also keep minutes of the proceedings of the Board and its committees. In addition, the Guild will cause to be filed the necessary reports, tax returns or other documents as may be required by law on its own behalf.
ARTICLE VIII
INDEMNIFICATION
The Guild shall, to the fullest extent authorized by Chapter 181, Wis. Stats., indemnify each Director and officer of the Guild against reasonable expenses and against liability incurred by a Director or officer in a proceeding in which he or she was a party because he or she was a Director or officer of the Guild. These indemnification rights shall not be deemed to exclude any other rights to which the Director or officer may otherwise be entitled. The Guild shall, to the fullest extent authorized by Chapter 181, Wis. Stats., indemnify any employee who is not a Director or officer of the Guild, to the extent the employee has been successful on the merits or otherwise in defense of a proceeding, for all reasonable expenses incurred in the proceeding if the employee was a party because he or she was an employee of the Guild. The Guild may, to the fullest extent authorized by Chapter 181, Wis. Stats., indemnify, reimburse, or advance expenses of Directors, officers, or employees.
ARTICLE IX
FISCAL YEAR
The fiscal year of the Guild is the calendar year.
ARTICLE X
OFFICES
The Guild shall have and continuously maintain in this state, a registered office and registered agent whose office is identical with such registered office, and may have other offices within or without the State of Wisconsin as the Board may from time to time determine.
ARTICLE XI
AMENDMENTS
11.1. By Directors. The Board may recommend amendments to these Bylaws for Member action per section 11.2, upon the vote of two-thirds (2/3) of the Directors then in office, provided that a statement of the nature of the proposed amendment is included in the notice of such meeting.
11.2. By Members. These Bylaws may be amended or repealed and new Bylaws may be adopted by a majority of the Members present at an Annual or special meeting, provided that notice of the meeting is given stating the proposed amendment, repeal or new Bylaws to be considered.
ARTICLE XII
DISSOLUTION
This Guild shall be dissolved in the manner required by law at the time of dissolution. The assets shall be distributed consistent with the Guild’s Articles of Incorporation.