BYLAWS Of the CENTRAL OKLAHOMA WOODTURNERS ASSOCIATION A Nonprofit Corporation, State of Oklahoma, and a Chapter of American Association of Woodturners, Inc. (AAW), a nonprofit corporation. Article I Name The name of this organization shall be the Central Oklahoma Woodturners Association, hereinafter denoted as COWA. The principal office of COWA shall be the official address of the current President of the COWA Board of Directors. Article II Purpose Formed in 1987 as a forum for individuals interested in woodturning, COWA was incorporated as a nonprofit corporation in accordance with Oklahoma Statutes, Title 18, Chapter 22, Section 1027 in 1989. The purposes of COWA are to provide information, education, and organization to those interested in turning wood. These purposes of COWA shall be advanced by providing a location and organizational structure for meetings and activities, facilitating the sharing of ideas regarding woodturning and of materials used in woodturning, and the general promotion of woodturning as an art form and craft. The scope of these activities may include tools including lathes, materials used in turning, techniques and designs. Article III Members COWA and The American Association of Woodturners (AAW) are independent organizations. However, support of AAW through individual membership is strongly encouraged in order to obtain liability insurance coverage, to broaden access to national woodturning education and information and to have access to Educational Opportunity Grants. Section 1. Classes of Membership A. General Members General Members must meet the financial and other requirements for membership in both COWA and the AAW. General Members may hold office, conduct demonstrations, and participate in hands-on workshop activities. B. Associate Members. Associate Members must meet the financial and other requirements of COWA but not of AAW. 1
C. Student Members Student Members are those members who meet the financial and other requirements of COWA who are under the age of eighteen. Student Members may not make motions, vote, or hold office. D. Honorary Members. Honorary Members shall have none of the obligations of membership including the payment of dues to COWA. All Honorary members have voting privileges; those who wish to hold office or give demonstrations must be members of AAW. Any General or Associate Member of COWA who has served in an outstanding manner over several years may be granted Honorary Membership status after nomination by the Board of Directors and election by the COWA membership. The number of Honorary Members shall not exceed ten (10) at any one time. Section 2. Dues and Fees The amount of the annual dues for General, Associate, and Student Members shall be presented by the Board of Directors to the membership for approval by majority vote no later than October of each year. The annual dues for Student Members may be set at a lower level from those of other Members, but should recover the costs associated with mailings and activities. Annual dues will be pro-rated for members joining COWA for the first time after the beginning of the fiscal year. Members must be current in their annual dues in order to be in good standing. The amount of annual dues as approved by the membership shall then be published in the newsletter, web site, and/or by other means to all members. Dues are payable at the beginning of each fiscal year. Section 3. Meetings A. Regular Meetings Meetings of COWA will normally be held on a monthly basis. B. Annual Meeting The December meeting will be the annual Meeting of COWA for the purpose of electing officers, receiving reports of officers and committees, and for any other business that may arise. C. Special Meetings Special Meetings may be called by the Board of Directors or upon the written request of ten voting members of COWA. At least three (3) days notice shall be given for a Special Meeting. Section 4. Notice Notice of regular and annual meetings, including date, location shall be given no less than ten (10) days prior to the meeting. Publication may be by mail, web site posting, electronic mail, and/or telephone. 2
Section 5. Quorum Quorum for regular, annual and special meetings of COWA is no fewer than twenty (20) percent of the combined total of General and Associate members at the time of the meeting as certified by the Secretary. Section 6. Voting General, Associate and Honorary Members in good standing may vote in any ballot before the membership as prescribed by these bylaws. Student Members do not have the privilege of voting. Article IV Board of Directors Section 1. Members All members of the Board of Directors must be General Members of COWA. These members shall have general charge of the business affairs of COWA and perform the duties prescribed by these bylaws and by the parliamentary authority adopted by COWA. A. Elected Members The six (6) elected members of the Board of Directors of COWA shall be the President, Vice President, Secretary, Treasurer, and two Directors at Large. (1) President The President, as principal executive officer of COWA shall Supervise and control the business and affairs of COWA Call or cause to be scheduled meetings of the Board of Director and the membership Preside at all meetings except those where another chairman is named Appoint committees, which must be approved by the Board of Directors Serve as ex-officio member of all committee except the nominating committee, and Fulfill all other needs and duties that may arise as appropriate. (2) Vice President The Vice President shall Fulfill all duties of the President in the absence of the President Fulfill all other needs and duties that may arise as appropriate. In the event the President of COWA is unable to complete his or her term of office, the Vice President may be elected to the office of President by a majority vote of the Board of Directors. (3) Secretary The Secretary shall Keep all minutes of Board Meetings and those general meetings at which business is transacted Distribute all minutes to the Board of Directors, and provide minutes to any General Member upon request Be responsible for insuring that notice as required in these bylaws is given 3
Certify the number of General and Associate Members necessary for quorum based on the record of current membership kept by the Treasurer Record all votes and maintain that record for a period of one year following the vote Maintain a current copy of the bylaws, Articles of Incorporation, and tax exemption determination letter In the absence of a separate Editor, publish and distribute a bi-monthly newsletter. (4) Treasurer The Treasurer shall Collect all membership dues and other monies Maintain accurate records of all monies and assets, including cash, checking and savings accounts and other investment, tools, machines, and real estate Present a financial statement to the Board of Directors no less frequently than quarterly. Present a financial statement to the membership at the Annual Meeting in December. Maintain a current list of members in good standing in all membership categories Inform the President and the Secretary of all changes in membership status File an annual return to the Internal Revenue Service (IRS) and the State of Oklahoma as required by statute Retain copies of all required forms and their supporting ledgers with all entries necessary for compilation of the forms, and keep these materials available for inspection as required by statute. (5) Directors at Large Two (2) Directors at Large shall also be elected to serve as voting members of the Board of Directors. B. Past President. In addition to the elected members, the Past President shall serve in an advisory capacity to the Board of Directors with full voting privileges. The President may assign other duties as necessary to the Past President. Section 2. Terms All terms on the Board of Directors are for two (2) years, commencing with the first meeting in January after election in December. No member shall be eligible to serve more than two (2) consecutive terms in the same office. Section 3. Election. Members of the Board of Directors shall be elected by majority vote at the regularly scheduled December meeting of the membership in each even-numbered year. The Nominating Committee shall present a slate of candidates for each elected office to the membership at the regularly scheduled November meeting in each even-numbered year. In addition, the proposed slate shall be published to the membership. Additional nominations for an office may be made by the membership at the time the slate is announced. An additional nomination must be made by a General or Associate member in good standing, must be seconded, and must be approved by a majority vote of the membership to be added to the slate. 4
Two members of the Nominating Committee shall count the votes and certify the results to the President who shall announce the results of the vote before adjournment of the meeting at which the vote is taken. Section 4. Vacancies The President may with the approval of the Board of Directors appoint a qualified General Member to a vacant office to serve until the next regularly scheduled election of officers and directors. Section 5. Removal Any member of the Board of Directors may be removed from office by a majority vote by secret ballot of the membership at a regularly scheduled meeting. Prior to the vote by the membership, the Board of Directors must approve the recommendation for removal by a twothirds (2/3) majority vote by secret ballot of its members at a regular or special meeting of the Board of Directors. Any member of COWA in good standing may bring a recommendation for removal to the Board of Directors for its consideration. The removal of a member of the Board of Directors shall be announced to the membership at the meeting at which the vote is taken and through a mailing from the Board of Directors. Section 6. Meetings The Board of Directors shall meet quarterly or at such times deemed necessary. Any COWA member in good standing may attend any meeting of the Board of Directors, unless the Board of Directors is in Executive Session, but such member may not make a motion or vote. Section 7. Quorum All members of the Board of Directors are voting members. Quorum for a meeting of the Board of Directors shall require four (4) Directors to be present. Section 8. Voting The Board of Directors may in addition to votes taken at a meeting of the Board of Directors, vote by telephone, mail, or electronic mail. A minimum of four (4) votes must be cast for such a vote to be valid. Such votes shall be recorded by the Secretary of COWA and certified by another member of the Board of Directors, held for a period of one (1) year after the vote, and open for inspection by any voting member of COWA. Section 1. Nominating Committee Article V Committees A. Membership The President shall appoint in September of each even-numbered year a Nominating Committee, comprised of a Nominating Committee Chairman and no fewer than two (2) additional committee members, all of whom must be General or Associate Members of COWA. The Board of Directors must approve the members of the Nominating Committee by majority vote. 5
B. Duties The Nominating Committee shall prepare a slate of candidates for each elected office and present and publish the slate to the membership of COWA in November of each evennumbered year. The Nominating Committee should ascertain the willingness of each candidate to serve before placing the candidate s name on the slate for election. A member of the Nominating Committee may stand for election as a member of the Board of Directors on the slate prepared by the serving committee. Two members of the Nominating Committee shall count the votes at the December meeting at which the Directors are elected. Section 2. Publications Committee The Publications Committee shall be comprised of the Editor and the Web Master, and others as deemed necessary for dissemination of information and promotion to COWA members, potential members, and the wood turning community. Members of the Publications Committee are appointed by the President with the approval of the Board of Directors and shall serve two (2) year terms. A. The Editor shall be responsible for compiling, editing, publishing and distributing a bimonthly newsletter of COWA to all COWA members in good standing and others as the President directs. The newsletter shall contain information prescribed in these bylaws, other information helpful to the membership, information promoting woodturning and its related activities, and other items as necessary or beneficial to the membership. B. Web Master The Web Master shall be responsible for creating and maintaining a web site containing COWA information useful to the membership, potential members, and the woodturning community. Section 3. Program Committee The Program Committee shall be responsible for planning the programs, including demonstrations, for COWA. The President, with approval of the Board of Directors, shall appoint one or more members to serve as members of the Program Committee. The Program Committee shall endeavor to advance the purposes of COWA information, education, facilitation of sharing of ideas and materials, and the promotion of wood turning as an art form and craft through the programs presented to the membership. Article VI Finance Section 1. Fiscal Year The Fiscal Year for COWA shall be January 1 through December 31. Section 2. Liability All demonstrators at a COWA sanctioned event must be insured. COWA will utilize insurance available through AAW. All demonstrators from COWA must be General Members to be covered by insurance. Demonstrators who are not General Members of COWA must furnish 6
proof of membership in good standing of AAW or proof of other current liability insurance. Section 3. Indebtedness All functions of COWA are on a cash basis. COWA may not incur any debt through the actions of the officers, directors, or members. Article VII Indemnification COWA may indemnify any officer or member who is a party or is threatened to be a party to any threatened, pending or completed action, suit, or proceeding whether civil, criminal, administrative, or investigative, other than an action by or in the right of COWA by reason of the fact that the individual is or was an officer, member, employee, or agent of COWA or is or was serving at the request of COWA against expenses, including reasonable attorneys fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by the individual in connection with such action, suit, or proceeding if the individual acted in good faith and in a manner the individual reasonably believed to be in or not opposed to the best interests of COWA and with respect to any criminal proceedings, if the individual had no reasonable cause to believe that the conduct was unlawful. Article VIII Parliamentary Authority The Rules contained in the current edition of Robert s Rules of Order shall govern COWA in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules order COWA may adopt. Article IX Amendment of Bylaws The Bylaws may be altered, amended or repealed and new bylaws adopted by a majority vote of the General and Associate Members casting ballots at any meeting of the membership at which quorum is met. The membership must be notified of the proposed changes to the bylaws no less than 30 days prior to the meeting at which the vote will be taken. Any modifications to these bylaws must be filed as required with the IRS, State of Oklahoma, and the Administrative Office of AAW. 7