ARTICLE IV – Administration of CW&SG: Officers/Executive Committee

Section 1. Officers.
The officers of CW&SG shall be a President, a Vice-President, a Recording Secretary, a Treasurer and such other officers as may be elected in accordance with the provisions of these By-Laws. The same person may hold two offices, but the same person cannot be both President and Recording Secretary. These Officers shall comprise the Executive Committee.
The Officers of the CW&SG are the officers of the Board of Directors.

Section 2. Election and Term of Office.
The officers of CW&SG shall be elected annually at the Annual Membership meeting in May. Officers shall be elected for a term of one year. Each officer shall hold office until the officer resigns, is removed or otherwise disqualified to serve or until a successor has been duly elected and qualified.

Section 3. Removal or resignation.
Any officer elected by the membership may be removed, with or without cause, by a majority vote of the total Board of Directors whenever, in its judgment, the best interests of CW&SG would be served by such removal. Any such removal shall be without prejudice to the contract rights, if any, of the officer so removed. See procedural requirements below.
Officers may resign at any time by giving written notice to the Board, the President or the Recording Secretary. Resignations shall be effective upon receipt or at such later time as may be specified therein. Acceptance by CW&SG is not necessary for resignations to be effective.

Section 4. Vacancies.
A vacancy in any office because of death, resignation, removal, suspension, expulsion, disqualification or otherwise may be filled on an interim basis by the President Any such vacancy may be filled by a majority vote of the Board of Directors for the unexpired portion of the term. Appointment may be at a regular or special meeting of the Board. Nominations for election to fill such a vacancy must be made at a regular Guild meeting prior to the Guild meeting at which the appointment will be voted on. A vacancy shall exist in the case of –
(a) the resignation or death of an Officer, or
(b) the declaration of the Board that the seat of an Officer is vacant due to her(his) absence from three (3) consecutive meetings
Notice shall be provided in writing to the Officer concerned as required below.
The Board shall have the power to excuse the absence of any Officer.

Section 5. Powers and Duties General.
The several officers of CW&SG shall have such powers and shall perform such duties as from time to time the Board of Directors may specify. In the absence of such other specifications, each officer shall have such powers and authority in the control and management of the property and business of CW&SG as is usual and proper and incident to the respective office. However, in specific limitation of their powers and authority, no officer of CW&SG has the power to borrow money in the name of CW&SG or to obligate CW&SG in any way whatsoever without prior written authorization by the Board of Directors. And without prior written authorization by the Board of Directors, no officer has the power under any circumstances to place any encumbrances upon any property of CW&SG.

Section 6. President.
The President shall be the principal executive officer of CW&SG and shall control and manage the property, business, and employees of CW&SG, subject to the control of the Board of Directors, all with the principal duty of furthering the purposes of CW&SG. She (he) shall preside at all meetings of the Board of Directors and of the CW&SG, shall appoint committees, shall guide all activities and policies of the CW&SG, and shall perform such other duties as from time to time the Board of Directors may assign. The President shall also appoint the Guild Historian and Standing Committee Chairpersons within two months of taking office, and for all other committees as the need arises. She(he) shall be an ex-officio member of all standing committees, if any. Unless otherwise directed by these By-Laws or by the Board of Directors, she(he) may sign all conveyances and instruments executed in the name of CW&SG.

Section 7. Vice-President.
In the absence of the President or in the event of the President’s inability or refusal to act, the Vice-President shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. In addition, the Vice-President shall perform such other duties as from time to time the President or Board of Directors may assign. The Vice-President shall chair the Program Committee.

Section 8. Recording Secretary.
The Recording Secretary shall keep the minutes of all Board of Directors, general, and Executive Committee meetings and shall make and maintain a record of all other proceedings of the Board of Directors. He(she) shall provide timely notice of all meetings and other events as required by and in accordance with the provisions of these By-Laws and shall keep a record of the names and addresses of the members of CW&SG entitled to vote. He(she) shall have general charge of the books and records of CW&SG, shall prepare correspondence and reports as may be required, and shall perform such other duties as from time to time the President or the Board of Directors may assign.
The Recording Secretary will coordinate with the Guild Historian and Membership Committee for the purposes of record-keeping and archives.

Section 9. Treasurer.
The Treasurer shall have the custody of the funds of CW&SG. She(he) shall receive all monies and other valuable effects due or donated to CW&SG and shall deposit same in the name and to the credit of CW&SG in a depository or depositories designated by the Board of Directors. The Treasurer shall disburse the funds of CW&SG in the manner and for the purposes authorized by the Board of Directors, taking proper vouchers for all such disbursements. She(he) shall maintain a full and accurate account of the receipts, disbursements, and other financial transactions of CW&SG in accordance with recognized accounting principles and in a manner to show readily the financial condition of CW&SG and to facilitate the preparation of periodic and annual reports. Upon request of the Board of Directors she(he) shall render an account of all his transactions as Treasurer and of the financial condition of CW&SG. The Treasurer shall help prepare the annual budget and shall perform such other duties as prescribed by these By-Laws or as the Board of Directors may from time to time assign.

Section 10. Additional Officers.
The Board of Directors may create additional officers as it deems necessary. The powers, duties, and means of selection of any additional officers shall be prescribed by the Board of Directors when establishing such offices.