CASCADE WOODTURNERS ASSOCIATION

Cascade Woodturners Association is an Oregon nonprofit corporation that is qualified under Section 501(c)(3) of the Internal Revenue Code.

Cascade Woodturners Association operates under the following bylaws:

Bylaws of Cascade Woodturners Association Inc., an Oregon nonprofit membership corporation

Section 1.     Name.

The name of this non-profit corporation is the Cascade Woodturners Association, Inc.; in these bylaws it is referred to as the “Association.”

Section 2.     Purposes.

A.             Charitable Purposes and Tax-Exemption.

1.             The Association is organized and operated exclusively for charitable, scientific, literary and educational purposes.  Subject to the limitations stated in the Articles of Incorporation, the purposes of the Association shall be to engage in any lawful activities, none of which are for profit, for which corporations may be organized under Chapter 65 of the Oregon Revised Statutes (or its corresponding future provisions) and Section 501(c)(3) of the United States Internal Revenue Code of 1986, as amended (or its corresponding future provisions). 

2.             No part of the net earnings of the Association shall inure to the benefit of, or be distributable to its members, directors, trustees, officers or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this Association.

3.             No substantial part of the activities of the Association shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Association shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.  Notwithstanding any other provision of the Association’s Articles of Incorporation or these bylaws, the Association shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section 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, or the corresponding section of any future federal tax code.

B.             Primary Purpose:

The Association’s primary purpose shall be educating woodturners and the public about the art and craft of woodturning.  This purpose will be accomplished by encouraging and facilitating the establishment of training programs for woodturners, by disseminating information about sources of material and equipment, by exposing the art of woodturning to the public, by maintaining a lending library of books and video media as a source of information, by publishing a monthly newsletter, and by serving as a center of information about woodturning for members, galleries, interior designers, other interested groups and the general public. 

Section 3.     Members and Membership.

A.             The Association has only one class of members. 

B.             Any person may become a member by applying to the Treasurer of the Association to become a member, and paying the regular membership dues for a calendar year.  A member who applies and pays dues in one calendar year remains a member until January 31st of the following calendar year.

C.             Each member is entitled to one vote on each matter or question presented to the members.

D.             The following matters and questions shall be presented to the members at an election held in accordance with these bylaws:

1.             Election of officers and directors of the Board of Directors;

2.             Matters which the Board of Directors submits to a vote of the members; and,

3.             Matters for which the lesser of 25 members or twenty percent of the members have requested in writing that the Board schedule a vote of the members.

All other matters may be decided by the Board of Directors without a vote of the members.

E.             A person’s membership automatically terminates on January 31st of each year unless the member has re-applied for membership by that date and paid the dues for the new year. The Board of Directors may otherwise terminate a person’s membership only by giving the member at least 15 days notice of the proposed termination and an opportunity to be heard before a meeting of the Board of Directors.  A decision by the Board of Directors to terminate a person’s membership, after notice and an opportunity to be heard, shall not be reviewable by any court.

F.             Meetings of Members.

1)             Annual Meeting.

The annual meeting of the members shall be held at the regular monthly meeting of the Association in November when the election of Board officers and directors is held, unless the Board of Directors notifies the members that the annual meeting will be held at a different time.

2)             Special Meetings.

Special meetings of the members may be called by the Board of Directors.  In addition, the lesser of 25 members or twenty percent of the members may deliver a notice to the Secretary of the Board, requesting a special meeting of members and stating the purpose of that meeting.  Upon receipt of such a notice the Secretary shall inform the Board and the Board shall call the special meeting of members described in the notice not less than 45 days after the notice is delivered to the Secretary.

G.            Notice to Members.

The Board of Directors shall cause notice to be given to each member of each election described in Section 3.D.2 and Section 3.D.3, above.  Notice to members shall be given by email, at the email address listed in the member’s most recent application for membership, or as otherwise provided to the Treasurer.  Notice to members shall be given at least ten business days before the event for which notice is given.  An email to a member containing a link to the Association’s newsletter shall constitute notice to that member of the matters described in that newsletter.

H.            Quorum and Voting by Members at Meetings.

Only members may vote on Association matters.  Voting by members shall take place at monthly Association meetings.  Unless otherwise provided by the Board of Directors, with notice to members at least ten business days in advance, there shall be no voting by ballot or by proxy. The lesser of 25 members or twenty percent of the members shall constitute a quorum.  If a quorum is present the vote of a majority of the members who are present at a meeting is sufficient to decide a matter.

Section 4.     Monthly Association Meetings.

To the extent weather and available space permit and unless otherwise provided by the Board, the President shall schedule monthly meetings of the Association every month except December.  Monthly meetings shall be held on the third Thursday of the month unless the President schedules the meeting to be held at a different date and notifies members of the change.  Monthly meetings shall be used to present information to members and the public about woodturning, to give members access to the Association’s library and store, and otherwise to carry out the purposes of the Association.  To the extent practical the President or Board shall schedule regular and special meetings of the members of the Association to coincide with the monthly association meetings.

Section 5.     Board of Directors.

A.             Except for the matters described in Section 3.D of these bylaws, which must be referred to a vote of the members, the Board of Directors shall have full authority to manage the affairs of the Association.

B.             The Board shall consist of twelve (12) Directors, each of whom must be a member.  Four Directors shall be Officers of the Association and shall hold the following positions within the Association: President, Vice President, Secretary, and Treasurer.  Officers of the Association must be members of the American Association of Woodturners (“AAW”); other Directors are encouraged to be members of AAW.  To the extent they are elected and willing to serve and unless the Board otherwise provides, other Directors should perform the following functions for the Board: Immediate Past President, Book Librarian, Tape/CD Librarian, Supplies Person, Newsletter Editor, Webperson and Safety Officer.  A single Director may perform multiple functions for the Board. 

C.             Except for the Immediate Past President, each Director shall be elected annually by a majority vote of the members who attend the monthly Association meeting at which the election of Directors is held.  Unless the Board otherwise provides, the election for Directors shall be held at the November meeting of the Association.

D.             The Board shall hold one regular annual Board meeting.  The regular annual meeting of the Board shall be held in January of each year, following the election of officers and directors. The President or a majority of the Board may call Board meetings at other times of the year.  The Board shall give notice of all Board meetings to the members.  Except in case of emergency, notice to members of Board meetings shall be given at least five business days before the Board meeting is held. All Board meetings are open to all members of the Association, but only Directors may vote at Board meetings.  The Board of Directors shall notify the members of all decisions made by the Board of Directors.

E.             Six (6) Directors shall constitute a quorum for the transaction of business.  In the absence of the President and Vice President, the quorum present may choose a Director to chair the meeting.  If a quorum is not present, a lesser number may select a later date and adjourn the meeting to that later date.

F.             Committees.

1)             Nominating Committee.  In September of each year the Vice President shall chair and appoint one or more other members to serve as a nominating committee.  The nominating committee will offer its nominations for persons to serve as Directors of the Association at the monthly Association meeting during which the election of Directors is held and shall publish its nominations in the October newsletter. Members may make additional nominations at that meeting.  Any person nominated must be a member who has agreed to serve.

2)             Other Committees.  The Board of Directors may, at any time, create other committees and appoint members to serve on those committees.  The authority of those committees shall be limited to making recommendations to the Board of Directors.

3)             Committee Quorum. The majority of any committee shall constitute a quorum.

G.            Duties of Officers. The Officers of the Association are the President, Vice-President, Secretary and Treasurer.

1)             The President. The President shall be the principal executive officer of the Association. The President’s duties include:

(a)           Supervise and control all of the business and affairs of the Association;
(b)           Conduct Association meetings;
(c)           Carry out the programs planned by the Vice President;
(d)           Conduct Board meetings, when called;
(e)           Work with the Directors and members to carry out the goals of the Association; and,
(f)            Perform any other duties that the Board may assign to the President.

2)             The Vice President. In the absence of the President, due to death, or other 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 placed upon the President. The Vice President shall plan and be responsible for programs that are to be presented to the members at the monthly Association meetings for the following year, and shall perform any other duties that the President or the Board may assign to the Vice President.

3)             The Secretary. The Secretary shall take minutes of Board meetings, keep the records of the Association, give notices to members as the President or Board may direct, and perform any other duties that the President or the Board may assign to the Secretary.

4)             The Treasurer. The Treasurer shall be the chief financial officer of the Association. The Treasurer shall:

(a)           Supervise the collection of all membership fees and all other monies belonging to the Association. 
(b)           Keep current and accurate records of all monies that flow through the Association.
(c)           Encourage members to pay their dues promptly.
(d)           Prepare and file any tax returns and other financial reports that the Association is required by law to file.
(e)           Provide the Board with a quarterly statement of the Club’s income, expenses and bank balances.
(f)            Perform any other duties that the President or the Board may assign to the Treasurer.

5)             Each Director shall be elected for a term of one year, from January 1st to the end of December.  However, the person elected President shall serve on the Board for two years, serving the first year as President and the second year as Immediate Past President. Directors may be re-elected without limit.

6)             Any Director may be removed by a majority vote of the Association’s members who are present at the time of the vote, providing that at least the lesser of 25 members or twenty percent of the members are present.  An election to remove a Director shall be called as provided in Section 3.D.2 or Section 3.D.3.

7)             The Board may declare that a vacancy exists in a Director’s position if the Director resigns, dies, is incapacitated, or is otherwise unable or unwilling to perform the duties of a Director.  The Board may fill a vacancy in any Director’s position for the remainder of the term of the replaced Director.

Section 6.        Indemnification.

To the fullest extent permitted by law, the Association will indemnify and hold harmless any Director, member or volunteer of Association who becomes a party to litigation, or settles any claim, or otherwise becomes liable as a direct result of the person being having been a Director, member or volunteer of the Association. 

Section 7.          Amendments.

These bylaws may be amended by the Board of Directors without a vote of the members.  The Board may refer changes to these bylaws to a vote of the members as provided in Section 3.D.2 of these bylaws, or by vote of the members as provided in Section 3.D.3 of these bylaws.

Section 8.     Relationship With The American Association Of Woodturners (AAW).

The Association encourages all members to join the American Association of Woodturners, Inc. (the “AAW”), a national organization with purposes similar to that of the Association.  Although the AAW is expected to provide advice to the Association on request of the Association, the AAW will not be responsible for decisions of the Board or actions of the Association. 

Section 9.  Adoption Of These By-Laws.

These bylaws were  adopted by the Association as of March 26, 2015 and replaced all previously adopted bylaws of the Association in their entirety.  The proposed adoption of these bylaws was noticed in the February and March 2015 Association newsletters, and their adoption was approved by a majority of members in attendance at the March 26, 2015 monthly meeting of the Association.  These bylaws were amended by the Board in 2016 to add a twelfth board member, and the Association elected twelve board members at its November 2016. 




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