Bylaws of the
Weavers & Spinners Society of Austin

(Revised June 12, 2009 )

ARTICLE I

PURPOSES of the ORGANIZATION

 The purposes for which the Corporation is organized are:

• to bring together persons to serve, advance, teach and make available to individual artisans and to the public generally, the arts, crafts, techniques, materials, and processes for spinning, dyeing, weaving, and related arts;
• to develop, foster, and maintain a high appreciation of the objectives, responsibilities and artistic contributions made by spinners, dyers, and weavers to civilization and to the public and to serve the best interest of the public through activities which support this continuing contribution; and
• to promote, teach, and maintain high standards of the arts and crafts among textile artists.

ARTICLE II

OFFICES

The principal office of the Weavers and Spinners Society of Austin in the State of Texas shall be located in the City of Austin, County of Travis. The Corporation may have such other offices either within or without the State of Texas as the Boardof Directors may determine or as the affairs of the Corporation may require from time to time.

The Corporation shall have the authority to maintain in the State of Texas, a registered office and a registered agent whose offices are identical with such registered office, as required by the Texas Non-Profit Corporation Act. The registered office may be, but need not be identical with, the principal office of the Corporation in the State of Texas and the Board of Directors may change the address of the registered office from time to time.

ARTICLE III

BOARD OF DIRECTORS

The Board of Directors shall arrange the affairs of the Corporation.

WSSA shall have 7 Directors. Each officer of the Corporation shall be a voting member of the Board of Directors. One director must be elected "at large" from the General membership. A majority of the directors constitutes a quorum for the transaction of business.

The Board of Directors constitutes a policy-formulating body. The Directors shall:

• meet on a regular basis, at least twice per year
• report on the business conducted and recommendations made
• in the newsletter, and
• to the membership at least twice per year.
•  recommend policies and procedures to the membership.

Policy-making is the prerogative of the membership present and voting at each general meeting.

Any vacancy occurring in the Board of Directors shall be filled by special election by the remaining Board of Directors. A director so elected to fill a vacancy shall be elected for the unexpired term of her/his predecessor in office.

Neither officers nor directors of the corporation shall receive any salaries for their services nor be compensated for attendance at regular or special meetings. Nothing herein contained, however, shall be construed to preclude any director or officer from serving the corporation in any other capacity or in receiving compensation therefore.

ARTICLE IV

OFFICERS

The officers of this Corporation shall be President, Vice President, Secretary, Treasurer, Communications Director, Assets Manager, and At-Large Representative, all of whom shall be elected at the annual meeting of the members.

The duties of each officer are herein described:

• The President shall call meetings of the Board of Directors and preside at all meetings of the Board of Directors and of the Corporation. In her/his absence, the Vice-president shall conduct the meetings.
• The Vice-president shall serve as Chairman of the Program Committee.
• The Treasurer shall maintain all books pertaining to the finances of the organization, write checks for authorized expenses, collect membership dues, and prepare a budget covering the expected operating expenses for the year.
• The Secretary shall handle all correspondence for the organization, keep minutes of the meetings of the Board of Directors and the General Meetings, keep current records of the membership, provide new members with membership packets, provide up-to-date listings to the membership, and report Board recommendations to the membership at least twice a year. The Secretary shall also be responsible for the historical files and records of the Corporation.
• The Communications Director shall ensure production of the Newsletter and manage outreach and communications efforts for the Corporation.
• The Assets Manager shall manage maintenance, loan processes, and development of the Library and Guild Equipment.
• The At-Large Member shall perform duties to be decided by the Board of Directors.

Temporary and Standing Committees may be set up at the discretion of the President with the approval of the Board of Directors to carry out the authorized purposes of the Corporation.

ARTICLE V

MEMBERSHIP

All persons are eligible for membership in this Corporation who are interested in the advancement of the cause of the arts and crafts of weaving, spinning, and dyeing.

The annual dues shall be set by the membership at the September meeting. Directors may recommend an increase or decrease in annual dues to the General Membership asneeded.

• All dues shall be paid annually on or before the first day of January each year. Checks should be made payable to the Corporation.
• If annual dues are not paid by March 1 of each year, the member shall become inactive and will no longer be considered a member in good standing of the Corporation.  
• Active members joining after March shall have their annual dues prorated, based on the months left in the dues year.
• An active student membership shall be two-thirds of the regular membership fee as long as the individual is enrolled full time in a recognized school.
• A non-voting membership shall be one-half of the regular membership dues for members residing outside of the Austin Standard Metropolitan Statistical Area. Non-voting members shall not have asset loan privileges.

ARTICLE VI

MEETINGS

The general meetings of the corporation shall be held in such times and places as may be determined by a vote of general membership on recommendation of the Board of Directors. There shall be a minimum of six (6) general meetings each year of the Corporation. 

Meetings of the Board of Directors shall be held at a time set by the Officers, which is convenient for the membership. Meetings of the Board of Directors and general meetings of the membership shall be conducted according to Robert's Rules of Order.**

ARTICLE VII

ANNUAL MEETINGS AND ELECTIONS 

There shall be an annual meeting of all members no later than the 2nd Thursday of July of each year at which time the officers and member-at-large of the Board of directors shall be elected to serve one-year terms. A majority of the members present and voting at the annual membership meeting shall elect the officers to serve the Corporation.

All terms of office shall begin at the conclusion of voting at the annual meeting. Should an officer or director refuse or cease to serve her/his office for any reason, the vacancy shall be filled by the Board of Directors as specified in ARTICLE III.

A nominating committee shall be appointed by the President no later than April. The nominating committee shall consist of at least three members of the Corporation of whom at least two are not themselves members of the present Board of Directors. The nominating committee shall report its slate of officers to the general membership no later than June. Permission must be secured in advance from any individual nominated prior to the presentation of the name to the membership. The at-large-member of the Board of Directors shall also be nominated and elected by these provisions.

ARTICLE VIII

OPERATING POLICIES AND PROCESSES  

The Fiscal Year of the Corporation shall run from January 1 through December 31.

The annual Budget of the Corporation shall be presented to the membership by the Treasurer and shall be voted on by the membership at the September meeting.

Funds of the Corporation shall be expended by the Treasurer based on the budget. Disbursements exceeding 25% of the budget must be authorized by the Board of Directors and signed by two officers.

No member of this Corporation shall officially make any pronouncement or declaration on questions of policy until the same has been authorized by the Board of Directors. The President of the Corporation shall be authorized to speak on behalf of the Corporation where necessary.

Electronic meetings, communications and voting by the Board of Directors and by the Corporation shall be allowed.  Guidelines for electronic meetings and voting shall be set by the Board of Directors and voted on by the membership.

ARTICLE IX

AMENDMENTS

The members shall vote on all policy-making decisions, which shall guide the Corporation pursuant to the purposes clause of the Articles of Incorporation and of these Bylaws. 

Proposed amendments to these Bylaws shall be introduced at a regularly scheduled general meeting and reported to the membership in the next newsletter preceding the next general meeting. They shall be passed upon a simple majority vote of all members present and voting at the next general meeting. Alternatively, these Bylaws may be amended via mail, fax, email or web polling, through the return of or posting of formal ballots submitted to all members via hardcopy or electronic means so long as member have at least 30 days to consider amendments before voting.

ARTICLE X

DISPOSITION OF ASSETS AT DISSOLUTION

Should the Board of Directors recommend that the Corporation disband, such recommendation shall be submitted in writing to the entire membership. Two-thirds of the entire membership must approve dissolution. Said vote may be obtained through return of written ballots or at a general meeting of the membership or a combination of these two methods. The Board of Directors will consult with an attorney in order to comply with state and federal laws regarding disbursement of funds and disposition of equipment upon the dissolution of a non-profit corporation.