Passed by the Board of Directors March 20, 2016
ARTICLE I. NAME
The name of the Corporation as amended shall be: “The Fiberarts Guild of Pittsburgh, Inc.”
ARTICLE II. PRINCIPAL OFFICE
The principal office of the Corporation shall be located at the Pittsburgh Center for the Arts, 6300 Fifth Avenue, Pittsburgh, Pennsylvania, or at such other place as may be fixed from time to time by the Board of Directors.
ARTICLE III. PURPOSES
Section 3.1 As provided in its article of Incorporation and in these bylaws, the Fiberarts Guild of Pittsburgh, Inc., is organized for the purpose of fostering a broad range of fiber art by promoting its understanding and appreciation; by supporting the creative development and education of its members and the community; by providing a forum for the exchange of ideas, design, techniques and workmanship; by conducting, without profit, exhibitions of fiber art; and by doing all such things as are necessary to accomplish this mission as contemplated by section 501( C) 3 of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law.)
Section 3.2. Property. All property received by the Corporation, as membership fees or dues or by gift, bequest, devise or otherwise, shall be devoted exclusively to the furthering of the purposes of the Corporation as expressed in the Articles of Incorporation and in these Bylaws.
ARTICLE IV. MEMBERSHIP AND MEETINGS
Section 4.1. The membership of the Corporation shall consist of the members defined in the Definitions and Procedures of the Corporation. The Board of Directors may set any other membership categories it may deem appropriate and may set the amount of annual dues payable by all categories, and the time and manner of payment thereof.
The Fiberarts Guild of Pittsburgh, Inc. does not discriminate on the basis of sex, race, color, creed, national or ethnic origin, age, religion, sexual orientation or disability in its membership or exhibition policies, programs or practices, nor in any of its other activities.
Section 4.2. The Annual Meeting of the members for the election of Directors shall be held at the April meeting. If there is no general membership meeting in April the Annual meeting may be held in May.
Section 4.3. Special meetings of the members may be called at any time by the President of the Corporation as authorized by the officers of the Corporation and at such time and place as shall be stated in the call thereof.
Section 4.4. Written notice of every meeting of the members shall be published on the Corporate website and in the Yearbook (Directory).
Section 4.5. At all meetings of the members, the presence in person of one-fifth of the members of record entitled to vote shall constitute a quorum for the transaction of business. If a meeting cannot be organized because a quorum has not attended, the meeting may be adjourned to such time and place as a majority of those present may determine. In case of the Annual Meeting for the election of Directors, those who attend although less than a quorum as fixed herein, shall nevertheless constitute a quorum for the purpose of electing Directors. No notice of an adjourned meeting need be given.
Section 4.6. Only members whose dues are paid shall be entitled to vote.
Section 4.7. Robert’s Rules of Order (latest edition) shall be the governing parliamentary law of this Corporation.
ARTICLE V. BOARD OF DIRECTORS
Section 5.1. The business and affairs of the Corporation shall be managed by a Board of Directors. The Board shall consist of twelve Directors. The term of each director shall be three years. Only four of the twelve Directors are elected in any one year, except as provided in the case of filling vacancies. At any meeting, the persons receiving the greatest number of votes shall be the Directors.
Section 5.2. A vacancy in the Board of directors shall be filled by the appointment of the individual who received the next highest number of votes in the preceding election or by appointment of the President. Such person to serve until the next Annual Meeting, at which time the vacancy shall be filled by a separate election for each vacancy. Neither the President nor any other Officer or Director may appoint himself /herself to fill a vacancy on the Board.
Section 5.3. The meetings of the Board of Directors may be held at such time and place as may be designated in the notice calling the meeting. Written notice of every meeting of the Board of Directors shall be given to each Director at least five days prior to the day named for the meeting. The Board of Directors may, by duly adopted resolution, appoint the time and place of stated meetings; special meetings may be called by the President or by a Director of the Corporation. A quorum of the Board of Directors consists of five members. After three consecutive absences, a Director may be dropped from the Board and shall be so informed by the President, and the vacancy shall be filled in accordance with the procedures in Article V, Section 2.
Section 5.4. The Board of Directors shall meet after the Annual Meeting for the purpose of election of officers and organization.
ARTICLE VI. OFFICERS
Section 6.1. The officers of the Corporation shall be elected from the Board of Directors, and shall consist of a President, a Vice President, a Secretary, and a Treasurer. The officers shall be elected at the organizational meeting of the Board of Directors and shall serve until their respective successors are chosen, or until removed by action of the Board of Directors. Starting in calendar year 2017, new board members shall assume voting rights starting on July 1, 2017, and newly elected board members shall henceforth assume their voting rights position at the first of the fiscal year in the year of their election. To assist with the Board transition, outgoing Directors and Officers shall continue to attend meetings, perform their duties and mentor newly elected Directors and Officers until the end of the fiscal year.
Section 6.2. The President shall preside at and issue call for all meetings of the members and of the Board of Directors; shall serve as a member of every committee ex-officio; and shall have such other powers as normally appertain to the office of President. The President represents the Corporation in all its relations with other like groups and educational institutions. The President shall be responsible for and have supervision over the management and operation of the Corporation, subject to the control of the Board of Directors. With the approval of the Board, the President appoints and compensates all employees and agents of the Corporation. At the discretion of the Board of Directors, the President may be elected to serve a second consecutive year as President regardless of tenure on the Board. An individual may serve no more than two consecutive one-year terms as President at a time. After an absence of no less than four years, an individual may be nominated, elected and serve no more than two additional consecutive one-year terms as President.
Section 6.3. The Vice President shall act in the absence of the President or with such powers as may be delegated by the President and / or the Board of Directors.
Section 6.4. The Secretary shall keep and attest records of all meetings of the membership and of the Board of Directors; shall have charge of the Corporate Seal and have authority to attest any and all instruments or writings to which the Corporate Seal may be affixed. The Secretary will perform all duties incident to the office of secretary of a corporation and such other duties as may be required by law, by the Articles of Incorporation or by these Bylaws, or that may be assigned from time to time by the Board of Directors.
Section 6.5. The Treasurer shall have the care and custody of all monies, funds, and securities of the Corporation and shall deposit such depositories, as the Board of Directors shall from time to time direct. The Treasurer shall keep books of account relating to the business of the Corporation, shall see that an annual audit of the Corporation’s books and records, or other level of review as may be required by applicable regulations, is performed by an auditor selected by the Board, and shall render a statement of the Corporation’s financial condition at the Annual Meeting of the members and at such other times as the Board of Directors or the President shall require.
The Treasurer shall be responsible for cataloging and preserving Guild legal documents and shall store them in a safety deposit box at a bank or other location designated by the Board of Directors. The President and Treasurer will have sole access to the safety deposit box and will sign jointly when opening it.
ARTICLE VII. COMMITTEES
Section 7.1. Standing Committees. There shall be the following standing committees: Finance, Outreach, Program, Membership Exhibition, International Exhibition and Membership. The President, with the approval of the Board of Directors, shall appoint the Chairs of the Standing Committees,. With the exception of the Executive Committee (if one exists) persons who are not Directors are eligible to serve as committee chairs. The Board is authorized in its discretion to approve reimbursement for travel and actual expenses necessarily incurred by members of committees in attending committee meetings and in performing other official duties as such.
Section 7.2. Other Committees. The Board of Directors may, from time to time, designate such other committees as it may deem appropriate with authority in the President to appoint the chairs, in consultation with the Board.
Section 7.3. The Nominating Committee. There shall be a Nominating Committee of no less than four (4) members elected at the Annual Meeting. The term of office for the members of this committee shall be for one year, and no members shall serve two successive terms.
The Nominating Committee shall nominate members for all open positions of the Board, annually, and shall present nominees to fill such vacancies as occur in the Board of Directors. They shall also nominate members for positions on the next Nominating Committee. They shall designate the nominee to serve as Chair of the Nominating Committee.
The Nominating Committee shall report its nominations to the membership at the Annual meeting. Additional nominations may be made from the floor at the Annual Meeting with the nominee’s prior consent.
ARTICLE VIII: LIMITATION OF PERSONAL LIABILITY OF DIRECTORS
Section 8.1. Limitation of Directors’ Personal Liability. A Director of the Corporation shall not be personally liable for monetary damages for any action taken unless the Director has breached or failed to perform the duties of his office under Chapter 57, Subchapter B of the NPCL as in effect at the time of the alleged action by such Director and the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. Such limitation on liability does not apply to the responsibility or liability of a Director pursuant to any criminal statute or for payment of taxes pursuant to any Federal, state or local law.
Section 8.2. Preservation of Rights. Any repeal or modification of this Article by the Corporation shall not adversely affect any right or protection existing at the time of such repeal or modification to which any Director or former Director may be entitled under this Article. The rights conferred by this Article shall continue as to any person who has ceased to be a Director of the Corporation and shall inure to the benefit of the heirs, executors and administrators of such person.
Section 8.3. Indemnification. At its discretion the Board of Directors, the Corporation may from time to time indemnify in full or in part to the fullest extent now or hereafter permitted by law (including but not limited to the indemnification provided by Chapter 57, Subchapter D or the NPCL), any Director and or officer (including former Director or officer) of the Corporation who was or is threatened to be made party to or a witness in, or is otherwise involved in, any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation), by reason of the fact that such Director or officer is or was an authorized representative of the Corporation or is or was serving at the request of the Corporation.
ARTICLE IX: RESTRICTIONS REGARDING THE OPERATIONS OF THE CORPORATION
Section 9.1. Administration of Funds No part of the net earnings of the Fiberarts Guild of Pittsburgh, Inc. shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the Fiberarts Guild of Pittsburgh, Inc. shall be authorized and empowered by the Directors to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its purposes.
Section 9.2. Exempt Organization No substantial part of the activities of the Fiberarts Guild of Pittsburgh, Inc. shall be the carrying on of propaganda, or otherwise attempting to influence legislation. The Fiberarts Guild of Pittsburgh, Inc. shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these articles, the Fiberarts Guild of Pittsburgh, Inc. shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501 ( c )( 3 ) of the Internal Revenue Code of 1986 or by a corporation contributions to which are deductible under Section 170 ( c ) ( 2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law.)
ARTICLE X: FINANCES
Section 10.1. The fiscal year shall begin on the first day of July and end on the following thirtieth day of June.
Section 10.2. Execution of Instruments. All bills, notes, checks or other instruments for the payment of money shall be signed or countersigned by such officers and in such manner as the Board of Directors may by resolution prescribe.
Section 10.3. Tax Records. The Corporation shall maintain at its principle office a copy of its application for exemption and all tax returns filed with the Internal Revenue Service. To the extent required by law, such documents shall be make available during regular business hours for inspection by any person requesting to see them.
Section 10.4. Dues and Assessments All members shall promptly pay to the Treasurer such sum as shall represent the total dues for that member or class of member or forfeit all membership privileges.
Section 10.5. Seal. The Seal of the Corporation shall be in such form as the Board of Directors may adopt.
ARTICLE XI: DISSOLUTION
Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all liabilities of the Fiberarts Guild of Pittsburgh, Inc., dispose of all assets of the corporation exclusively for the purposes of the Fiberarts Guild of Pittsburgh, Inc., in such a manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501 ( c )( 3 ) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) and or that the Board of Directors shall determine.
Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of Allegheny County, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE XII: AMENDMENT
These Bylaws may be amended, altered or repealed and new Bylaws adopted, by the affirmative vote of two-thirds of those members present at any Annual Meeting or at any special meeting, the previous notice (one oral at a meeting and one written) of which includes the proposed amendments or an accurate summary thereof.