clay guild of the cascades

ARTICLE I : NAME
The name of this corporation is Clay Guild of the Cascades (CGC).

ARTICLE II : OFFICES
The corporation shall maintain a post office box and a local phone number for the purpose of CGC communication. The Board of CGC may, at any time, change the post office box and/or the phone number. The corporation may also have other offices at such places as the Board may fix by resolution.

ARTICLE III : PURPOSE
Artists in the Clay Guild of the Cascades (CGC) share a passion about clay with each other and the community. Member meetings, educational workshops, cooperative purchases of supplies, exhibitions, and participation in charitable projects such as Empty Bowls, supports our aim to promote creative self-expression in clay, share knowledge and experience, and facilitate an appreciation of handmade pottery and ceramics.

ARTICLE IV : MEMBERSHIP
Section 1. - Classes and Voting : There shall be one class of members of this corporation. Each member shall be entitled to one vote on all matters for which a membership vote is required by law, the Articles of Incorporation, or the by-laws of this corporation.

Section 2. - Qualifications : A person shall become a member of the corporation by payment of dues, and by living within the geographical boundaries as decided by the Board, or voted Emeritus member by the Board.

Section 2.1 - Benefits of membership : Qualified CGC members will be eligible to :

Be listed in the membership directory

Receive a member's discount on CGC workshops and events

Participate in Wildfire

Participate in group buys of materials sponsored by CGC.

Section 2.2 - Shared memberships : Multiple potters sharing a household may be permitted, at the discretion of the Board, to share a single membership. Shared members will cast a single vote at general meetings, receive one member discount per workshop or event, and be eligible to apply for one booth at Wildfire.

Section 3. - Expulsion : A member may be expelled by the Board after giving the member at least 15 days' written notice of the expulsion and the reasons for the act. The member shall be given an opportunity to be heard by the Board or its designated agent, orally or in writing, at least 5 days before the effective date of the expulsion. The Written notice of the expulsion shall be given by certified mail, sent to the last known address of the member shown in the corporation's records. The decision of the Board or its designated agent shall be final, and shall not be subject to any review or appeal by any court or other persons. Any member who brings suit against CGC automatically forfeits his/her membership.

Section 4. - Annual Meeting : The annual meeting of the members of this corporation shall be held on the second Monday of January, at 6:30, of each year at a place decided board.

Section 5. - General Meetings : notice of general meetings shall be given in writing six times a year and delivered by U.S. mail and/or email. Notice shall be deemed delivered when deposited in the U.S. mail or transmitted electronically addressed to the member at his/her address as it appears on the books of the corporation.

Section 6. - Quorum and Voting : Those members present at an annual or general meeting constitute a quorum. Action is taken by an affirmative vote of a majority of members present, unless these bylaws or the applicable law provides differently.

Section 7. - Proxy Voting : Voting by proxy will not be permitted.

ARTICLE V : OFFICERS
Section 1. -Title : The officers of the corporation shall be the President, President-Elect, Treasurer, Secretary, Wildfire Chair, Webmaster chair, Empty Bowls.

Section 2. - Election : The officers of the corporation shall be elected by a majority vote of the members present at the January annual meeting. The CGC Presidency is a one year commitment. The President-elect shall serve as President the following year. All Officers will serve a one year term. Except for the President, President Elect and Wildfire Chairs, the officers maybe elected seceding years.

Section 3. - Vacancies : If the President-elect resigns, the position is filled by a vote at the next general meeting. If the President resigns, the President-elect fills the position for the remainder of the term, in addition to serving as President the next year. Vacancies of all other elected offices shall be filled by vote of the remaining Board. Terms of office in this case will be until the next annual meeting, at which time the position will be filled through the regular election procedure.

Section 4. - President : The President shall designate, on reasonable notice, the time and place of all general and board meetings. The President shall preside over all meetings of the membership and of the Board of Directors. The President will work directly with the Wildfire Showcase Chair. The President shall appoint such committees as may seem necessary or desirable. The President shall in general perform the usual duties pertaining to his/her office.

Section 5. - President-Elect : The President-Elect shall act as an aid to the President and shall perform the usual duties pertaining to his/her absence. President Elect will attend Wildfire Showcase meetings as possible. After serving as President-elect for one year, he/she automatically becomes President for one year.

Section 6. - Secretary : The Secretary shall attend all general and Board meetings and shall keep and maintain a record of all proceedings of the Board of Directors and general meetings. One copy shall be sent to the President for corrections and additions. After receiving the corrected copy the secretary amends the final copy, keep a record of it and sends it back to the President to be sent out to the members. The Secretary shall cause the minutes to be distributed to the Board in a timely fashion after each meeting. The Secretary shall keep and maintain the files and records of the corporation and shall perform such other duties as are incident to the office of Secretary.

Section 7. - Treasurer : The Treasurer shall be responsible for all fiscal matters of the corporation and shall maintain adequate books and records which accurately reflect the operations of the corporation and its assets and liabilities. The Treasurer shall also prepare or cause to be prepared all quarterly, annual and such other reports ordered by law, and shall perform such duties as are incident to the office of Treasurer.

Section 8. - Wildfire Chair(s) : The Wildfire Chair(s) shall oversee the organization of the annual Ceramic Show. The chair shall act as chair of the steering committee. This position may be held by one or shared by two persons, with co-chairs holding only one vote in Board matters

Section 9. - Webmaster Chair : the Webmaster shall be responsible for maintaining the website to adequately inform the public and the members of all current information of Clay guild of the Cascades.

Section 10. - Empty Bowls Chair : Work with Neighbor Impact Organization/Oregon Food Bank in all aspects of the Empty Bowls Project. This position will have a working knowledge of the history of Empty Bowls project. The Chairperson will collect bowls donated throughout the year, write press releases, provide photos, and provide webmaster/mistress with Empty Bowls information.

ARTICLE VI : BOARD OF DIRECTORS

Section 1. - Duties : the affairs of the corporation shall be managed by its Board of Directors.

Section 2. - Chair : The President of Clay Guild of the Cascades shall act as chairperson to conduct meetings and perform other duties imposed on her/him by the Board.

Section 3. - Number : The number of the Board of Directors shall consist of 7 (seven) officers; President, President Elect, Treasurer, Secretary, Wildfire Showcase Chair and Webmaster chair.

Section 4. - Term : Board members may be elected without limitation on the number of terms he/she may serve.

Section 5. - Removal : Removal from the Board of Directors shall be caused by a unanimous vote of the other Board members.

Section 6. - Quorum and Voting : All decisions of the Board of Directors shall be by a majority vote of the board members. A quorum consists of 51% of the Board members in person or by proxy. Each has one vote.

Section 7. - Board Meetings : Regular meetings of the Board of Directors shall be held at a time and place to be determined by the Board of Directors. The Board shall meet a maximum of six times per year at the discretion of the President. Any member of CGC in invited to come and participate in the discussions at the meeting.

Section 8. - Stipend : Stipends may be awarded at the discretion of the Board.

ARTICLE VII : COMMITTEES
The Board of Directors may establish such other committees as it deems necessary and desirable. Such committees may exercise functions of the Board of Directors, or may be advisory committees. The committee chairs are elected at the January general membership meeting for a term of one year.

ARTICLE VIII : Clay Guild of the Cascades TRADE SHOW : Wildfire
The Clay Guild of the Cascades Chair(s) and CGC Committees may put on an annual trade show for its eligible members and invite the public.

ARTICLE IX : CORPORATE INDEMNITY OF OFFICERS AND DIRECTORS
This corporation will Indemnify its officers and directors to the fullest extent allowed by Oregon Law.

ARTICLE X : AMENDMENTS TO BYLAWS
The Board of Directors may amend these by-laws by an affirmative vote of two-thirds of the members of the Board.(5)

ARTICLE XI : MISCELLANEOUS

Section 1. All assets of the corporation are the property of the corporation, to be used in any way, or in any transaction that it and/or the Board of Directors, as representatives of the membership, sees fit.

Section 2. All checks, notes, drafts, contracts and other obligations shall be signed and countersigned in such manner as the Board of Directors may determine.

Section 3. For all expenditures not expressly included in an approved annual budget :

A) Treasurer and one Board member may authorize expenditures up to $100;

B) A quorum of the Board of Directors may authorize expenditures up to $500;

C) Expenditures of more than $500 must be approved by a majority vote of a quorum of the membership.

Section 4. In the event the Clay Guild of the Cascades decides to dissolve, after all bills are paid, any remaining money/assets will be donated to Neighbor Impact Organization/Oregon Food Bank.