CWSG Bylaws & Policies

Section 1. Name.
The name of this organization is Columbia Weavers and Spinners’ Guild (hereinafter CW&SG or the Corporation).

Section 2. Purposes.
CW&SG is organized exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 (as amended) to support education in the skills of weaving, spinning and other fiber arts and to promote the appreciation of these arts and crafts in central Missouri, and to do any and all things which may be necessary or proper in connection with these purposes. In furtherance of its permitted purposes, the Corporation may exercise any, all, and every power that a corporation organized under the General Not-For-Profit Corporation Law of Missouri may exercise.

Section 3. Status.
CW&SG was incorporated on March 16, 2000 as a public benefit corporation under The General Not for Profit Corporation Law of Missouri. Its Corporate Charter Number is N00063668. CW&SG is making application for recognition as a federally tax-exempt organization within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 (as amended).

Body Section Two

Section 1. Membership.
CW&SG is a membership organization.

Section 2. Eligibility for Membership.
Membership in CW&SG shall be open to any person actively interested in some aspect or related activity of weaving, spinning, or other fiber arts upon payment of annual dues.

Section 3. Regular Meetings.
General (business) meetings shall be held once a month throughout the school year unless otherwise planned or announced by the Executive Committee.

Section 4. Annual Meeting.
The CW&SG membership shall hold an annual meeting each May for the purpose of electing the Executive Committee.

Section 5. Obligations of members.
Members shall attend meetings whenever possible, pay annual dues, and make some contribution to the meetings and programs of the Guild. Such contribution could include participation in programs, study groups, committees, exhibits, or hosting refreshments at meetings.

Section 6. Privileges of members.
Members are entitled to participate in any and all activities of CW&SG.

Section 1. General and Specific Powers.
The property and business of CW&SG shall be controlled and managed by the Board of Directors. The Board of Directors is vested with all the powers and charged with all the duties granted or imposed by the General Not-For-Profit Corporation Law of the State of Missouri. Included are all such powers as are reasonably required to effect the purposes of CW&SG as set forth in its Articles of Incorporation.
Without prejudice to its general powers, it is hereby expressly declared that the Board of Directors shall have the following specific powers, to wit:
(a) To conduct, manage, and control the affairs and business of CW&SG and to make such rules and regulations therefor, not inconsistent with the law, with the Articles of Incorporation, or with these By-Laws;
(b) To exercise ultimate authority over and to accept final responsibility for the basic policies and overall programs of CW&SG;
(c) To declare vacant the seat of any Director who shall have been absent from three (3) consecutive meetings of the Board;
(d) To select and remove the officers, agents, and employees of the CW&SG, prescribe such powers and duties for them as may not be inconsistent with the law, the Articles of Incorporation, or these By-Laws, and to fix their compensation and require from them security.

Section 2. Composition, Tenure and Qualifications.
The Board of Directors shall consist of the Executive Committee, the Chairs of the Standing Committees, Coordinators of Study Groups, a representative from the Board of Trustees of the Verna Wulfekammer Memorial Trust, and the Guild Historian.
The Directors constituting the first Board of Directors shall hold office until their successors are selected pursuant to these by-laws. The effective date for the provision for the election of successor Directors contained in this section shall be set as the current Board of Directors shall in its sole discretion determine, but shall be no later than one year from the date of adoption of these bylaws.

Section 3. Regular Meetings.
The Board of Directors shall have semi-annual meetings and at such other times as it may set by resolution. The meetings shall be on a date and at a time and place to be determined by the Board.

Section 4. Special Meetings.
Special meetings of the Board of Directors for any purpose may be called by or at the request of the President or by a number of Directors constituting at least twenty-five percent (25%) of the Board.

Section 5. Notice of special meetings.
Reasonable notice of any special meeting of the Board of Directors shall be given to the Directors the address shown by the records of the Corporation. If mailed, such notice shall be delivered four (4) days prior to the meeting. Such notice shall be deemed delivered when deposited in the US mails in a sealed envelope addressed to the Director at the address as it appears in the records of the Corporation. Notice in person, by phone or by other electronic means must be delivered and acknowledged by the recipient at least two (2) days prior to the time of the meeting. Attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 6. Quorum.
A quorum of the Board of Directors for the transaction of business at any meeting of the Board shall consist of a majority of the Directors in office immediately before a meeting begins. But if less than a majority of the Directors are present at any meeting, a majority of the Directors present may adjourn the meeting.

Section 7. Action and Action by Consent (i.e.Action without Meeting).
The act of a majority of the Directors present at a meeting at which a quorum exists shall be the act of the Board of Directors, unless the law, the Articles of Incorporation or these By-Laws require the vote of a greater number of Directors. Any action which is required to be or may be taken at a meeting of the Directors may be taken without a meeting if consents in writing, setting forth the action so taken, are signed by all members of the Board of Directors and included in the minutes filed with CW&SG records reflecting the action taken.
The Board of Directors may take action without a meeting by means of telephone, followed by consents in writing setting forth the actions so taken signed by all of the members of the Board of Directors, which consents shall be filed with the minutes of the meeting. Participation in this manner shall constitute presence in person at the meeting.

Section 8. Compensation of Directors.
Directors shall not receive any compensation for their services as such, but reasonable expenses incurred may be reimbursed when expended for and in the interest of CW&SG and approved by a majority of the whole Board of Directors. Nothing contained in these By-Laws shall be construed to preclude any Director from serving CW&SG in any other capacity and receiving reasonable compensation therefor.

Section 9. Conduct of Proceedings, Order of Business and Parliamentary Authority.
Meetings of members of the Board of Directors shall be presided over by the President, by the Vice-President, by the Recording Secretary, or by the Treasurer in that order, following Robert’s Rules of Order. If none of the officers of the Board of Directors are present at a given meeting, the members of the Board of Directors present shall elect a President of that meeting.
On questions of parliamentary procedure not covered by these By-Laws, Robert’s Rules of Order shall govern.
The order of business at the meetings of the Board of Directors shall be as follows:
1. Calling of the roll and determination of a quorum;
2. Proof of due notice of the meeting by the Recording Secretary;
3. Reading and disposition of the unapproved minutes from prior meetings;
4. Reports of the Officers and committee chairpersons;
5. Disposition of old business;
6. Presentation and disposition of new business;
7. Adjournment.

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.

Section 1. Committees in General.
CW&SG shall have such standing committees as are established by these By-Laws and the Board of Directors may designate one or more other committees, each of which may consist of one or more Directors, to make recommendations to the Board of Directors. The members of each such committee and the Chairperson thereof shall be appointed by the President of the Board. Any member so appointed may be removed by the President whenever, in her(his) judgment, the best interests of the CW&SG shall be served.

Section 2. Executive Committee.
CW&SG shall have an Executive Committee. The Executive Committee shall be composed of the elected officers of CW&SG: President, Vice-President, Recording Secretary, and Treasurer. The Executive Committee has the authority and responsibility to manage the day-to-day affairs of CW&SG.

Section 3. Other Standing Committees.
a) Membership Committee. The Membership Committee shall inform the membership of new members and shall acquaint new members with the obligations and privileges of membership in CW&SG. The Committee shall also be responsible for producing an annual yearbook containing a directory of current members, committees, and programs for the coming year and other pertinent information of interest to members. The yearbook shall be available for distribution at the first general meeting of the CW&SG year.
b) Library Committee. The Library Committee shall be responsible for maintaining the CW&SG library, for making library materials available to members, for selecting and acquiring books, videos, and other library materials, and for maintaining an archive of CW&SG records and materials for a resource, and will coordinate with the Guild Historian and Recording Secretary.
c) Program Committee. The Program Committee shall be responsible for planning and arranging a program for each general meeting, and can arrange workshops.
d) Equipment Committee. The Equipment Committee shall be responsible for CW&SG looms and other equipment owned by CW&SG and for rental of same.
e) Outreach Committee. The Outreach Committee shall be responsible for the promotional activities of CW&SG.
f) Newsletter Committee. The Newsletter Committee shall be responsible for a periodic newsletter to keep the membership informed of the activities of CW&SG.
g) Hospitality Committee. The Hospitality Committee shall select members to furnish refreshments at each meeting and shall provide a list of same to the Membership Committee for inclusion in the yearbook.

Section 4. Study Groups.
Study groups may be organized within the CW&SG membership. They shall report on their activities at general meetings. Each study group shall select a Coordinator. Coordinators of study groups shall be a members of the Board of Directors.

Section 5. Guild Historian.
The Guild Historian shall be appointed by the President and shall be a member of the Board of Directors. She(he) shall collect materials of historical importance, including photographs and documents, and shall coordinate with the Recording Secretary and the Library Committee for purposes of archives.

Body of Article Six

Section I. Fiscal year.
The fiscal year of CW&SG (the Guild year) shall be from July 1 through June 30.

Section 2. Accounting and budgeting.
The financial affairs of CW&SG shall be conducted in accordance with recognized accounting principles. The records shall be kept in such a manner as to show readily the financial condition of CW&SG and to facilitate the preparation of periodic and annual reports.

Section 3. Books and records.
In addition to the financial records, CW&SG shall keep minutes of the proceedings of its Board of Directors and of committees having any of the authority of the Board of Directors. All books and records of CW&SG, except confidential loan files or personnel files, may be inspected by any member of the Board, or his(her) agent or attorney for any proper purpose at any reasonable time.

Section 4. Financial Audit.
A simple audit of the financial statements of CW&SG shall be conducted at the close of each fiscal year.

Section 5. Contracts.
The Board of Directors may authorize any officer(s) or agent(s) of CW&SG, in addition to the officers authorized by these By-Laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of CW&SG. Such grant of authority may be general or may be confined to specific instances.

Section 6. Checks, drafts, etc.
All checks, drafts, or other orders for payment of money, notes or other evidence of indebtedness issued in the name of CW&SG shall be signed in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 7. Depositories.
All funds of CW&SG shall be deposited from time to time to the credit of CW&SG in such banks, savings and loan associations, trust companies, or other depositories as the Board of Directors may select.

Section 8. Gifts.
The Board of Directors may accept on behalf of CW&SG, any contribution, gift, bequest, or devise for any purpose of CW&SG.

Section 9. Loans.
No loans shall be contracted on behalf of CW&SG and no evidence of indebtedness shall be issued in its name except as authorized by a resolution of the Board of Directors.

Section 10. Investments.
Reserved.

Section 1. Proscription against private inurement.
No dividend shall be paid and no part of the net earnings of CW&SG shall inure to the benefit of, or be distributable to, its members, Directors, Directors, officers, or other private persons, except that CW&SG 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 in Article I hereof.

Section 2. Proscription against propaganda and political activity.
No substantial part of the activities of CW&SG shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and CW&SG shall not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.

Section 3. Other Proscriptions.
Notwithstanding any other provisions of these By-Laws, CW&SG shall not carry on any activities not permitted to be carried on
(a) by a corporation exempt from federal income tax under Section 501(c)(3) of Internal Revenue Code of 1986 (as amended)(or the corresponding provision of any future federal tax code) or
(b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986 (as amended)(or the corresponding provision of any future federal tax code.)

Section 4. Dissolution.
Upon the dissolution of CW&SG and after paying or making provision for the payment of all the liabilities of CW&SG, the Board of Directors shall dispose of all the assets of CW&SG exclusively for the purposes stated in Article I. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas (the Circuit Court) of the city or county in which the principal office of CW&SG is then located, exclusively for the purposes stated in Article I hereof or to such organization(s), as said court shall determine, as are then organized and operated exclusively for such purposes.

Section 5. Indemnification.
(a) To the extent applicable, the provisions of this Article shall be in the nature of a contract between the Corporation and each of its Directors and Officers, made in consideration of such person’s continued service to the Corporation. The protection afforded to each Director or Officer by the provisions of this Article shall survive such person’s term of office or employment. This Article shall not be repealed, nor may the benefits to the Directors and Officers afforded hereby be diminished, except as to liability accruing in respect of acts or omissions occurring after the date of such repeal or modification.
(b) The Corporation shall hold harmless and indemnify each Director and Officer to the fullest extent authorized or permitted by the provisions of subsections 1 through 6 and 9 through 11 of section 355.476, RSMO, as amended, (which section, in its entirety, is hereinafter referred to as the “State Statute”) or any other or additional statutory provisions which are hereafter adopted authorizing or permitting such indemnification.
(c) The Corporation may purchase and maintain insurance on behalf of any person, as named insured or additional insured, who is or was a Director, officer, employee, or agent (including volunteers) of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent (including volunteers) of another corporation, partnership, joint venture, trust, or other enterprise (foreign or domestic, for-profit or nonprofit) against any liability asserted against her(him) or incurred by her(him) in any such capacity, or arising out of her or his status as such, whether or not the Corporation has the power to indemnify her(him) against such liability under the provisions of these Articles or by operation of law. Such insurance may include a policy or policies of general comprehensive liability insurance (covering claims arising out of death, illness or injury or arising out of property loss or damage) and Directors’ and officers’ liability insurance (covering claims arising out of wrongful acts or omissions) in respect of liabilities asserted against and/or incurred by its Directors and Officers in either such capacity or otherwise in the performance of their services for the Corporation.
(d) In addition to the foregoing, and subject to the exclusions set forth in section (e) of this Article, the Corporation may, to the fullest extent authorized or permitted by the provisions of subsection 7 of the State Statute, hold harmless and indemnify each Director and Officer: (i) against any and all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such Director or Officer in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of the Corporation) to which such Director or Officer is, was or at any time became a party, or is threatened to be made a party, by reason of the fact that such Director or Officer is, was or at any time becomes a Director, Officer, employee or agent of the Corporation, or is or was serving or at any time at the request of the Corporation as a director, Officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise; and (ii) otherwise to the fullest extent as may be provided to such Director or Officer by the Corporation under the non-exclusivity provisions of the State Statute.
(e) No indemnity pursuant to section (d) of this Article shall be paid by the Corporation: (i) except to the extent the aggregate of losses to be indemnified thereunder exceeds the amount of such losses for which the Director or Officer is indemnified either pursuant to section (b) of this Article or pursuant to any insurance of the type referred to in section (c) of the Article purchased and maintained by the Corporation; (ii) in respect of remuneration paid to such Director or Officer if it shall be determined by a final decision of a court having jurisdiction in the matter that such remuneration was in violation of law; (iii) on account of such Director’s or Officer’s conduct which is finally adjudged by a court having jurisdiction in the matter to have been knowingly fraudulent, deliberately dishonest or willful misconduct or (iv) if a final decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawful.
(f) All agreements and obligations of the Corporation contained in this Article shall continue during the period the Director or Officer is a Director or Officer of the Corporation (or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise) and shall continue thereafter so long as the Director or Officer shall be subject to any possible claim or threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she was a Director or Officer of the Corporation or was serving in any other capacity referred to in this Article.
(g) The Corporation may pay, in advance of the final disposition of the action, suit or proceeding, all reasonable expenses of the Director or Officer incurred in defending any civil or criminal action, suit or proceeding against him or her, provided he or she shall have agreed to reimburse the Corporation if and to the extent that it shall be ultimately determined that he or she is not entitled to be indemnified by the Corporation for such expenses.

Section 6. Non-discrimination.
CW&SG shall be an equal opportunity employer. It shall not discriminate in employment, provision of its services, granting of contracts, etc. on the basis of race, color, creed, sex, national origin, ancestry, marital status, handicap, sexual orientation or age. CW&SG shall not discriminate in admitting members or granting financial aid on the basis of race, color, creed, gender, or national or ethnic origin, ancestry, marital status, handicap, sexual orientation, or age.

Section 7. Notice regarding removal, dismissal, suspension or expulsion of officers or Directors.
Whenever, under the Articles of these By-Laws, a vote is to be taken by the Board of Directors to remove, dismiss, suspend or expel any Officer or Director, the following procedural Steps shall be taken.
(a) Thirty (30) days prior to the above-described vote, the Board of Directors shall cause to be delivered by registered mail, return receipt requested, a letter notifying the Officer or Director of CW&SG who is the subject of the proposed action of the proposed vote by the Board of Directors.
(b) The letter shall set forth in detail the basis for the proposed removal, dismissal, suspension or expulsion and shall inform the Officer or Director of his right to present argument on his behalf to the Board of Directors at the meeting at which the vote is to be taken.

Section 8. Principal Office.
The principal office of CW&SG shall be at such location as shall be determined by the Board of Directors.

Section 9. Waiver of Notice.
Whenever any notice is required to be given under the provisions of the “GENERAL NOT-FOR-PROFIT CORPORATION LAW” of Missouri or under these By-Laws, except in cases of dismissals, removal, suspension or expulsion of any Officer or Director, a written waiver of such notice, 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. Also a Director’s attendance at or participation in a meeting constitutes a waiver by that Director of any required notice of the meeting unless the Director objects to the lack of notice and does not vote for or assent to any action on a matter not noticed in conformity with the law, the articles or bylaws. To avoid such a waiver based on attendance at or participation in a meeting, a Director must object to the lack of notice upon arriving at the meeting or prior to any vote on the action to which he(she) claims lack of notice.
Section 10. Definitions.
As used herein, the masculine gender shall include both the feminine and neuter genders and the feminine gender shall include the masculine and neuter genders. The singular number shall include the plural number.

Section 1. Amendments.
These By-Laws may be altered, amended, or repealed, and new By-Laws may be adopted by a two-thirds (2/3) vote of the members present at any general meeting of CW&SG, provided written notice of the proposed amendment(s) or alterations(s) has been offered at the previous meeting.
Section 2. Effective Date.
These By-Laws shall become effective upon adoption by the Board of Directors or at such prospective time as provided herein. The effective date for the provision for the election of successor Directors contained in Article II, Section 2 shall be set as the current Board of Directors shall, in its sole discretion, determine. Amendments to these By-Laws shall become effective upon adoption or at such prospective time as the Board of Directors shall specify.
This is to certify that the foregoing By-Laws of Columbia Weavers and Spinners’ Guild have been duly adopted by the Board of Directors at a meeting held at Access Arts, Columbia, Boone County, Missouri, on April 5, 2000.