By-Laws

BY-LAWS
WILMINGTON AREA WOODTURNERS ASSOCIATION
OCTOBER 12, 2011

ARTICLE I - PURPOSES

The Wilmington Area Woodturners Association (WAWA) is organized exclusively for educational purposes, with a mission to educate woodturners and the public about the art and craft of woodturning. This mission will be accomplished by encouraging and facilitating the establishment of training programs for woodturners; by disseminating information about sources of material and equipment; by exposing the art of woodturning to the public; and by providing information about woodturning for members, galleries, interior designers, schools, other interested groups and the general public. Further, WAWA is organized exclusively for educational purposes within the meaning of section 501(c) (3) of the Internal Revenue Code.

ARTICLE II - ADMINISTRATION, OFFICERS and ELECTIONS

Section 1
Location of Association: There is no permanent location of the principal office of this Chapter. The official principal office of this Chapter will be located at the home of the current President. The outgoing President will notify the AAW when the location of the office changes.

Section 2
The financial records office of this Chapter will be located at the home of the current Treasurer and will be transferred to succesor Treasurers as they are elected. The records maintained by the Secretary will be located ath the home of the current Secretary and will be transferred to succesor Secretaries as they are elected.

Section 3
Election of Officers: The election of officers shall occur annually no later than the December monthly meeting of each year. A nominating committee composed of three members shall be appointed by the Elected Board Members no later than the regular monthly Board meeting in October. The nominating committee shall announce at the November monthly meeting their recommendations for new term officers and shall request other nominations from the membership, prior to the election. An individual must be a member of AAW. All elections of officers after 2011 shall be for two-year terms. Accordingly, each year's elections following 2011 will be for those officer positions which expire in the year of election. This provision will provide for continuity among the officers and Board of Directors.

Term Limits: Each Officer will be elected to hold office for two years but may be re-elected for one additional sequential term. After a two year vacancy from a given office, the previously elected officer may again hold that office.

Removal: Any Officer elected or appointed may be removed when deemed in the best interest of WAWA. This would be accomplished upon recommendation by the Board of Directors and a majority vote of the members who are present at a regularly scheduled WAWA meeting. There must be a thirty day period between the announcementby the Board of Officer Removal and the meeting during which the membership would vote for removal.

Section 4
Duties of Officers: The duties and powers of the officers of WAWA shall be as follows:

President
The President shall preside as Chairman at the meetings of WAWA and of the Board of Directors and shall be a member ex officio, with right to vote, of all committees except the nominating committee. He or she shall also, at WAWA meetings and such other times as he or she deems proper, communicate to the WAWA membership or to the Board of Directors such matters and make such suggestions as may in his or her opinion tend to promote the prosperity and welfare and increase the usefulness of the Association and shall perform such other duties as are necessarily incident to the office of the President. The President shall have the authority to make committee appointments.

Vice President
In the case of 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 the President. In addition, the Vice President shall be responsible for generating funds through the management of grant writing activities. He shall work with the Treasurer and any other member with financial experience as deemed necessary to pursue and track all activities pertaining to ongoing grant sources and fund raising activities.

Secretary
It shall be the duty of the Secretary, or his or her designated representative, to give notice of and attend all WAWA meetings and all committees meetings and keep a record of their activities. A committee chair may appoint a committee Secretary for the purpose of taking minutes. These minutes should be promptly forwarded to the WAWA Secretary for inclusion in WAWA's permanent records. The Secretary shall:

  • Conduct all official correspondence, not issued by the President or Treasurer,
  • Account for the execution all orders, votes and resolutions,
  • Notify the Officers and Advisory Board Members of their election,
  • Notify members of their appointment to committees,
  • Prepare an annual report of the status and condition of WAWA,
  • Keep and update the list of members of the Association

And generally devote his or her best efforts to forwarding the business and advancing the interests of WAWA. In case of the absence or disability of the Secretary, the President may appoint a Secretary ProTem. The Secretary shall be the keeper of the WAWA seal and any legal documents.

Treasurer
The Treasurer shall keep an account of all funds received and expended for the use of WAWA and shall make disbursements only upon vouchers approved in writing by any officer other than himself or herself. He or she shall deposit all sums received in WAWA's bank, and make a report at the annual meeting or when called upon by the President. Funds may be expended only upon the signature of the Treasurer, or President if the Treasurer is unavailable, or their delegatee. The funds, books and vouchers in his or her hands shall at all times be under the supervision of the Board of Directors and subject to its inspection and control. At the expiration of his or her term of office, he or she shall deliver over to the successor Treasurer all books, funds and other properties, or in the absence of a Treasurer-elect, to the President. In the case of absence or disability of the Treasurer, the President may appoint a Treasurer Pro Tem.

Section 5
Vacancies: All vacancies in any office shall be filled by vote of the Board of Directors without undue delay, at its regular meeting, or at a meeting specifically called for that purpose.

Section 6
Compensation of Officers and Directors: The officers and directors shall receive no salary or other compensation.

ARTICLE III - Board of Directors

Section 1
Number of Directors: The Board of Directors officers of WAWA shall consist of the Elected Officers; a President, a Vice-President, a Secretary and a Treasurer. In addition, there shall be a minimum of three and a maximum of four Advisory Directors at large who shall be appointed by vote of the Elected Officers. All Board members shall vote on WAWA matters at Board Meetings.

The property, affairs, activities and concerns of the Association shall be vested in the Board of Directors. This Board of Directors shall be charged with the responsibility of the day to day operation of WAWA and the prudent conduct of its business. Upon election or appointment, shall immediately enter into the performance of their duties at the commencemenet of their term of office and shall continue in office until their successors are duly elected or appointed.

Section 2
Appointment of Advisory Directors and Terms of Office: The Advisory Directors shall be appointed by a vote of the Elected Board Members of WAWA and shall serve for terms of 2 calendar years. The Secretary shall keep a record of each Directors time in service and when a replacement is needed.

Section 3
Duties of Directors: The Board of Directors may:

  1. Hold meetings at such times and places as it chooses.
  2. Publish documents to the association's web page.
  3. Communicate with other organizations interested in woodturning.
  4. Employ agents.
  5. Devise and execute such other measures as it deems proper to promote objectives of WAWA and to best protect the interest and welfare of the members.
  6. Maintain the sound financial standing of WAWA.


Article IV - Committees

Section 1
Nominating committee: The President shall appoint in October of each year, a nominating committee consisting of three members in good standing with the outgoing or immediate past president as chair if available. The nominating committee will offer its nominations for officers and directors in November. At the December meeting, additional nominations of members who have agreed to serve if elected may be made from the floor.

Section 2
Membership Committee: The Chairman for this committee will be appointed by the President. The duties of such Chairman include assisting the Treasurer with collecting the annual dues of new members and paying them over to the treasurer. The Chairman of this committee shall maintain a plan for increasing the membership of the Association, and may select two additional members to assist with various activities.

Section 3
Other Committees: As soon as practical after the election, the President shall appoint appropriate committees, including but not limited to, the publications, library, audio-visual, refreshments, program and membership. The members of such committees shall hold office until the appointment of their successors.

Section 4
Special Committees: The president may, at any time, appoint other committees on any subject for which there are no standing committees.

Section 5
Committee Quorum: The majority of any committee of the Association shall constitute a quorum for the transaction of business, unless any committee shall, by a majority vote of its entire membership, decide otherwise.

Section 6
Committee Vacancies: The various committees shall have the power to fill vacancies in their membership, with the approval of the President.

ARTICLE V - Membership

Section 1
Qualifications: Any person engaged in woodturning or interested therein, may become a member.

Section 2
Categories of Membership: There shall be the following categories of membership in the Association:

  1. A regular member is any person who practices woodturning as a hobby or profession or avocation or is interested in woodturning. Basic dues will be established by the board.
  2. A family/household member is all people living together in a household who practice woodturning as a profession or avocation or are interested in woodturning. Basic dues will be established by the board.
  3. A Junior Member is someone under the age of 21. Basic dues will be established by the board.
  4. A contributory member is one who elects to pay $100 or more for an annual membership. There shall be 5 levels of contributory membership. Such members shall receive special priviledges and considerations as designated by the Board of Directors. The Board of Directors shall from time to time give special recognition and valuable consideration to such members.
    Contributor Member - $100 per year.
    Supporter Member - $150 per year.
    Sponsor Member - $250 per year.
    Ambassador Member - $500 per year.
    Patron Member - $1,000 per year.

Section 3
Membership Qualifications: A person may become a member by written application on forms provided by WAWA accompanied by payment of one year's dues to the treasurer of the Association. New regular members, family members, and junior members joining after January of any year shall have their dues prorated in a manner approved by the Board of Directors. Dues are non-refundable.

Section 4
Honorary Members: The Board of Directors may elect Honorary Members by unanimous vote of the elected directors present. Honorary Members shall be exempt from payment of any annual dues and shall be entitled to all the privileges of regular members, except the right to vote or hold office.

Section 5
Director Emeritus: The Board of Directors may elect a current or past director or officer to the honorary position of Director Emeritus by three-quarters majority vote of the Elected Directors present. A Director Emeritus shall be a lifetime honor and shall be given in special cases to a member that has shown exemplary contributions to the well being of WAWA. A Director Emeritus shall be exempt from payment of annual dues and shall be entitled to all privileges of regular members and directors, including the right to vote and hold office.

ARTICLE VI - MEMBERSHIP FEES

Section 1
Annual Dues: The Board of Directors may determine from time to time the amount of initiation fee, if any, and annual dues payable to the Association by members.

Section 2
Payment of Dues: Renewal Dues shall be payable no later than the last day of December of the preceding year. A penalty for dues paid after that date shall apply and be determined by the Board of Directors.

Section 3
Default and Termination of Membership: A member shall be in default when late payment has occurred for a period of one month beyond the due date. If a member is in default, his or her membership may be terminated.

ARTICLE VII - MEETINGS

This Chapter will meet on the 2nd Saturday of each month at 1:00pm, or as otherwise announced. The meetings will be held at a place designated by the Board of Directors. A notice of each meeting will be published in the WAWA web site at least two weeks prior the the scheduled date.

ARTICLE VIII- Rules of Order

The meetings of this Association shall be conducted in accordance with Robert's Rules of Order.

ARTICLE IX - Amendments

These by-laws may be amended, repealed or altered in all or in part by majority vote at any duly organized meeting of WAWA or by e-mailed ballot. The proposed change shall be mailed/emailed to the last recorded physical address or email address of each member at least twenty days before the time of the meeting which is to consider such change.

ARTICLE X - Dissolution

By two-thirds vote of all the members of WAWA, WAWA may be dissolved. Upon the dissolution of WAWA, the Board of Directors shall, after paying or making provisions for the payment of all liabilities of the Association, dispose of all assets of the Association exclusively for the purposes of the Association in such manner or to such organization or organizations organized and operated exclusively for educational purposes as shall at the time qualify as an exempt organization or organizations under section 501(c) (3) of the Internal Revenue Code (or the corresponding provision of any future United States Revenue Law), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by an order of the proper court, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes. In no event shall the assets of the Association be distributed to or inured to the benefit of any individual member.

ARTICLE XI -
AMERICAN ASSOCIATION OF WOODTURNER'S DISCLAIMERS:
FISCAL AND LEGAL

The American Association of Woodturners, Inc (AAW) shall be specifically disassociated from any debts, obligations or encumbrances of the Local Chapter (WAWA). The AAW is not responsible for the debts, or entitled to any share in the profits of WAWA. The AAW shall not be liable for any legal liability for accidents that occur during events of any kind sponsored or not sponsored by WAWA

Revised and Modified as of October 12, 2011