Section 1.1 – Purposes.
New England Weavers’ Seminar (hereinafter “the Association” or “NEWS”) is organized exclusively for charitable and educational purposes to promote interest in, and to improve the quality of, handweaving and related arts and skills, principally by means of a biennial seminar.
Section 1.2 – Limitations.
No part of the earnings or property of theAssociation may be distributed to or used for the benefit of its members or other private persons except that it may pay reasonable compensation for services rendered andmay make distributions in furtherance of its purposes. The Association shall notengage in any impermissible types or amounts of political activities, including carryingon of political propaganda as a substantial part of its activities or any participation in thepolitical campaign of a candidate for public office. The Association shall make no loansto its trustees or officers.
Section 1.3 – Nondiscrimination.
NEWS shall not discriminate against anyperson on account of race, national origin, age, sex, religion, disability or other arbitrary basis.
Section 1.4 – Fiscal year.
The fiscal year of the Association shall begin on the first day of September in each year an dend on the last day of August in the succeeding year.
Section 2.1 – Eligibility.
Membership in NEWS shall be voluntary and open to any handweavers’ guild or similar organization based in New England whose purpose
and function is to promote or enhance hand weaving and related arts and skills andwhich is otherwise in accord with, and desires to further, the purposes of the Association. Individual persons shall not be eligible.
Section 2.2 – Admission.
An eligible organization desiring to become a member shall submit a written application to the Recording Secretary which containssuch information as the Board of Trustees shall require. Admission to membership shall be subject to approval by the Board of Trustees.
Section 2.3 – Rights and responsibilities.
Each member guild shall have the right and responsibility: (i) to appoint two of its members (hereinafter “delegate and alternate delegate”) to serve on the Board of Trustees; and (ii) to otherwise promote and assist NEWS in the accomplishment of its purposes. Member guilds, as such, shall have no voting rights. Annual assessments shall be payable in such amounts and at such times as is determined by the Board of Trustees. Annual assessments may be waived in whole or in part for reasons of financial hardship.
Section 2.4 – Settlement of disputes.
In any dispute between NEWS and any of its current or former member guilds which cannot be resolved through informal negotiations, it shall be the policy of NEWS to prefer the use of mediation whereby an impartial mediator may facilitate negotiations between the parties and assist them in developing a mutually agreeable settlement. In the event that mediation is not mutually agreeable or is unsuccessful in resolving such a dispute, both NEWS and the member or former member are required to submit the dispute to binding arbitration by an arbitrator selected by independent legal counsel.
Section 2.5 – Termination.
Membership may be terminated voluntarily by amember guild upon notice to NEWS. A member guild that fails to pay its annualassessment for a period of time determined by the Board of Trustees shall beautomatically terminated, subject to reinstatement by the Board. Membership mayotherwise be involuntarily terminated by the Board only for cause after a fair hearing atwhich the accused member guild is given the opportunity to be heard and to presentevidence.
Board of Trustees
Section 3.1 – Powers.
The activities and affairs of the Association shall bedirected and controlled by a Board of Trustees (hereinafter sometimes “the Board”).
Section 3.2 –Trustees.
The Board of Trustees shall consist of one delegate
appointed by each member guild, the principal officers of the Association and no more than twenty at large delegates appointed by the Board of Trustees. At large delegates shall normally consist of members of the Advisory Committee, the chairmen of other committees and other functionaries of the Association, but may include any other members of member guilds.
Section 3.3 – Terms.
Trustees shall hold office for terms of two years or until appointment of their successors. Member guilds are requested, whenever possible, to avoid replacing both of their delegates at the same time.
Section 3.4 – Standards of Conduct.
Trustees are responsible at all times for discharging their duties in good faith, with ordinary prudence and in a manner which they reasonably believe to be in the best interests of NEWS. Delegates should act in a representative capacity for their respective guilds only to the extent that such action does not conflict with the purposes and best interests of NEWS.
Section 3.5 – Conflicts of interest.
Trustees shall have an affirmative obligation to disclose their actual or potential conflicts of interest in any matter under consideration by the Board of Trustees or the Executive Committee. A trustee having any such interest may not participate in the discussion or decision of the matter unless otherwise determined by the Board or the Executive Committee, as the case may be.
Section 3.6 – Termination.
Officers may resign upon notice to the Recording Secretary, and delegates may resign upon notice to their respective guilds. Trustees Who miss two consecutive meetings of the Board or the Executive Committee without acceptable reason will be considered to have resigned, subject to reinstatement by the Board. Terms of office of trustees shall terminate automatically upon termination of the membership of their respective guilds. Delegates may be removed and replaced, with or without cause, at any time by their respective guilds. Delegates may be removed by the Board of Trustees only for cause after a fair hearing at which the accused delegate is accorded the opportunity to be heard and to present evidence.
Section 3.7 – Vacancies.
Member guilds shall be responsible for filling vacancies in delegate positions as they occur. The Board of Trustees shall be responsible for filling vacancies in officer positions as they occur. All such appointments shall be for the balance of the unexpired term.
Section 4.1 – Regular meetings.
The Board of Trustees shall hold a biennial meeting during or immediately following the biennial seminar. The Board shall also hold regular meetings on Saturdays in May and October between seminars, at the discretion of the Executive Committee or the President.
Section 4.2 – Special meetings.
Special meetings of the Board of Trustees may be called by the Executive Committee and shall be called by the Corresponding Secretary at the request of any two officers or ten percent of the trustees.
Section 4.3 – Notice.
All meetings of the Board shall require written notice of the time and place of the meeting and a tentative agenda to be delivered to eachtrustee. Such notice shall be mailed not less than two weeks before the date of the meeting. Meetings may be held at any place within New England.
Section 4.4 – Quorum and decision making.
The presence in person of a majority of all trustees shall be necessary and sufficient to constitute a quorum for thetransaction of business at any meeting of the Board. Decisions of the Board shall be by majority voting unless otherwise required by law or by these bylaws.
Section 4.5 – Telephone conferences.
Meetings of the Board or the Executive Committee may be conducted by means of a telephone conference or othercommunications network whereby all persons participating can hear each other at the same time. Participation by such means shall constitute presence in person.
Section 4.6 – Action by consent.
Any action required or permitted to be taken at a meeting of the Board or the Executive Committee may be taken without a meetingif consent in writing, setting forth the action to be taken, is signed by all trustees or all members of the committee, as the case may be.
Section 4.7 – Governing Rules.
The Rules contained in the current edition of Roberts Rules of Order, Newly Revised, shall govern NEWS in all cases to which theyare applicable and in which they are not inconsistent with these bylaws and any special rules of order NEWS may adopt.
Section 5.1 – Designation.
The principal officers of the Association shallconsist of President, 1st Vice President, 2nd Vice President, 3rd Vice President,Treasurer, Recording Secretary and Corresponding Secretary. The Board of Trusteesmay designate and appoint other officers or assistant officers and define their powersand duties.
Section 5.2 – Selection and Term.
Officers shall be selected at the biennialmeeting by the Board from among persons who are members of member guilds.Officers shall serve for terms of two years or until their successors are appointed.Officers may be removed and replaced by the Board whenever, in its judgment, the bestinterests of the Association will thereby be served.
Section 5.3 – Powers and duties.
Principal officers shall have the followingpowers and duties together with such other powers and duties as may be listedelsewhere in these by-laws or determined by the Board of Trustees:
(a) The President shall be the chief executive officer of the Association, shallpreside over all meetings of the Board and the Executive Committee, shallbe an exofficio member of all committees and shall present a report on theactivities of the Association as requested by the Board;
(b) The 1st Vice President shall perform the duties of the President in his or herabsence, shall assist the President in the performance of his or her duties andshall be the Chairman of the committee relating to seminar programs;
(c) The 2nd Vice President shall assist the President and the 1st Vice Presidentin the performance of their duties and shall be the Chairman of the committeerelating to seminar facilities;
(d) The 3rd Vice President shall assist the President and the 1st and 2nd VicePresidents in the performance of their duties and shall be the Chairman of thebefore or after NEWS workshops;
(e) The Treasurer shall be responsible for the collection, safekeeping and disbursement of all funds, shall maintain adequate financial records, shall be responsible for the preparation and filing of all required tax and financial reports and returns and shall submit a written financial report as requested by the Board;
(f) The Recording Secretary shall maintain membership records, shall be responsible for the safekeeping of important documents, shall be responsible for the preparation and filing of all required corporate and status reports and shall take and keep minutes of meetings and records of those in attendance;
(g) The Corresponding Secretary shall conduct the correspondence of the Association and shall issue notices of meetings.
Section 6.1 – Executive Committee.
The principal officers and members of the Advisory Committee shall constitute an Executive Committee to exercise interim or other stated authority of the Board except as to matters involving amendment of organizing documents, long-range policies and other matters reserved by law to the full Board. Meetings of the Executive Committee shall require actual notice to all of its members and a quorum of no less than a majority of its members. Any actions taken by the Executive Committee shall be reported to the Board at its next meeting. The Executive Committee shall not operate to relieve the Board of Trustees of general supervisor responsibilities in the management of NEWS.
Section 6.2 – Advisory Committee.
A committee of no more than three past Presidents of NEWS and others having special knowledge or skills shall be appointed by the Board to provide information and advice to the Board, officers and committees.
Section 6.3 – Nominating Committee.
A Nominating Committee consisting of the presidents of member guilds shall prepare a slate of nominations for principal officers, committee chairmen, committee members and at large delegates for presentation at the biennial meeting and otherwise as necessary to fill vacancies. The Chairmanship of such committee shall rotate among member guilds in the order of the joining NEWS.
Section 6.4 – Finance Committee.
A Finance Committee appointed by theBoard of Trustees shall oversee the financial affairs of the Association, draw upproposed budgets and long – range financial plans and make recommendations as tothe amounts of fees and assessments. The Treasurer shall not be a member of suchcommittee.
Section 6.5 – Other Committees.
Other committees, both standing and special, may be appointed by the Board of Trustees to have such powers and to perform such duties as is determined by the Board.
Section 7.1 – Rights.
Subject to the limitations in this Article, NEWS shall indemnify its current and former trustees and officers against all liabilities and expenses, including reasonable attorneys’ fees, to which they may become subject byreason of their positions with the Association or their service in its behalf. Such indemnification shall apply whenever such person is a party or is threatened to be made
a party to any threatened pending or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative. The Association may directly pay or settleany such claims or liabilities as are determined by a quorum of disinterested trustees.Payment of expenses incurred in defending an action or proceeding in advance of itsfinal disposition may be made only upon receipt by the Association of a contractual undertaking by such person to repay such amounts unless the person shall bedetermined to be entitled to indemnification under this Article.
Section 7.2 – Limitations.
No indemnification shall be provided unless the person to be indemnified is successful on the merits in defense of the action or proceeding or, irrespective of the outcome of any related legal proceeding, is determined to have acted in good faith and in the reasonable belief that his or heractions were in the best interests of NEWS, and, in regard to criminal actions, to have had no reasonable cause to believe that his or her actions were unlawful. If such determinations are not made in a legal proceeding related to the claim, they may be made by a quorum of disinterested trustees or by independent legal counsel selected by the Board of Trustees. In any action by or in the right of NEWS or in which such person is charged with receiving an improper benefit, indemnification shall be provided only as to reasonable expenses and only if the person is not adjudged liable to NEWSon such bases.
Section 7.3 – Payments and insurance.
Indemnification payments and advances of expenses shall be made only in such increments and at such times as will not jeopardize the ability of NEWS to pay its other obligations as they become due. All such payments made shall be promptly reported in writing to member guilds. NEWS may purchase and maintain insurance on behalf of its trustees and officers against any liabilities and expenses related to their positions with, or service on behalf of, the Association irrespective of whether it could have indemnified them under this Article against such liabilities and expenses.
Section 8.1 – Severability.
In the event that any provision of these by – laws is determined to be invalid or unenforceable under any statute or rule of law, then such provision shall be deemed in operative to such extent, and shall be deemed modified to conform with such statute or rule of law without affecting the validity or enforceability ofany other provision of these by – laws.
Section 8.2 – Amendment.
These by – laws may be amended or repealed by a
two – thirds vote of the Board of Trustees, provided that the proposed amendment is stated or fully described in the notice of the meeting at which the amendment is to be adopted.