| ARTICLE I - ORGANIZATION
1.1 Name Alaska State Yarn Council
1.2 Purpose To promote and sustain the traditional needlearts
with
education throughout communities in
the State of Alaska.
1.3 Domain Throughout the State of Alaska
Fiscal Year Calendar
in 1.4 Offices
Alaska State Yarn Council, Inc. principal office located in
Anchorage, Alaska.
ARTICLE II MEMBERSHIP
2.1 Membership Qualifications
Available to persons or firms interested in or actively promoting
the needlearts in Alaska.
2.2 Membership Types
2.2a Individual any person interested in or actively promoting
the needlearts and paying all dues and obligations to the
organization shall be an Individual member in good standing,
entitled to one vote, and if residing in Alaska, may run for office.
2.2b Guilds & Associations -- any group of persons whose common
interest is education of one or more of the Needlearts.
2.2c Retail Business any company or corporation interested in
or actively promoting the needlearts and paying all dues and
obligations to Alaska State Yarn Council may apply for retail
business membership. A retail business member is entitled to one
vote cast by an accredited delegate, but may not hold office in the
Alaska State Yarn Council unless they also maintain another type of
membership.
2.2d Corporate Sponsor any business or corporation interested
in promoting Alaska State Yarn Council and contributing monetary
assistance only. This member does not have a vote, and cannot hold
office.
2.3 Member Applicants
Every applicant for membership shall agree to comply with these
bylaws. Application for membership shall be made on a form provided
by Alaska State Yarn Council and accompanied by dues for a calendar
year. Applications are subject to verification of eligibility for
membership. An applicant found not qualified for admission may
reapply upon becoming qualified for admission.
2.4 Termination of Membership
Membership shall be terminated: (1) by written resignation from
Alaska State Yarn Council, (2) by default in payment of obligations
to Alaska State Yarn Council under the conditions prescribed in
these bylaws, (3) by the death of the individual holding the
membership, (4) or for good cause as determined by the Board of
Directors. Termination for good cause shall be for a period no less
than 24 months.
ARTICLE THREE DUES
3.1 Dues
Dues rates shall be established by the Board of Directors. Dues
shall cover a calendar year period and be due and payable January 1.
Every member who has not paid dues for the membership year within
sixty days of January 1 shall not be in good standing. Dues notices
will be sent in December of each calendar year.
ARTICLE FOUR MEETINGS
4.1 Annual Meeting
There shall be an annual membership meeting of Alaska State Yarn
Council for installation of elected Board members, receiving annual
reports, and such other business as may properly come before the
meeting. The time and place shall be determined by the Board of
Directors not less than thirty (30) days before the meeting. The
Secretary shall notify every member of the time and place at which
the meeting will be held not less than fourteen days in advance.
4.2 Board Meetings
The Board of Directors shall meet quarterly each calendar year.
The time and place shall be determined by the Board of Directors not
less than thirty (30) days before the meeting. The Secretary shall
notify every member of the time and place at which the meeting will
be held not less than fourteen days in advance. Board members are to
attend these quarterly meetings. Board meetings may include
teleconference or video conference options.
4.3 Committee Meetings
Committees as appointed by the Board of Directors shall meet
monthly. The committee chair shall notify all committee members of
the time and place of each monthly meeting, in a timely fashion.
Committee chairs will prepare written reports to their
supervising Board member in a timely manner so that the Board member
will be able to present a report at each quarterly Board meeting,
and at the Annual meeting.
4.4 Voting at Annual Meeting
Each individual member in good standing will have one vote. A
retail business member
is entitled to one vote cast by an accredited delegate. A corporate
sponsor member does not
have a vote. Individual members may exercise a proxy for voting
purposes.
4.5 Voting at Board Meetings
Each Board member will have one vote. Board members may not
exercise a proxy for voting purposes at Board meetings.
4.6 Quorum
A quorum for any Board meeting of Alaska State Yarn Council will
constitute a simple majority, or four members of the elected Board.
A quorum for any committee business will be a simple majority, or
51% of the members of that committee. The annual meeting requires a
quorum for a vote. A quorum for the annual meeting will
consist of 10 members.
4.7 Parliamentary Procedure
Roberts Rules of Order shall regulate all Alaska State Yarn
Council meetings.
ARTICLE FIVE DIRECTORS
5.1 Directors
The governing body of Alaska State Yarn Council is the Board of
Directors, which has the
authority and is responsible for the supervision, control, and
direction of Alaska State Yarn
Council.
5.2 Composition
The number of directors on the Board of Directors shall be a
minimum of seven (7). The Board of Directors shall consist of the
following:
President
Vice President Fundraising
Vice President Allocation
Vice President Marketing
Recording Secretary
Corresponding Secretary
Treasurer
5.3 Manner of Election in Turn
Individuals may run for election to the Board of Directors and
shall be elected by a mail ballot vote of the membership.
5.4 Terms
Each Board member shall serve the following terms and begin in
either even or odd years.
These terms are staggered to avoid seating an entirely new Board
each year. These terms
are at the discretion of the Board of Directors and may be changed
at any time.
2 years odd years President
2 years odd years Vice President Fundraising
2 years even years Vice President Allocation
2 years odd years Vice President Marketing
2 years even years Recording Secretary
2 years odd years Corresponding Secretary
2 years even Treasurer
5.5 Nominations
After Board approval, the Nominating Committee shall present the
slate of nominees to the membership at least 60 days prior to the
physical year end December 31, with nominations for each seat on the
Board that is up for re-election. The Nominating committee shall
present a mail ballot to the membership at least thirty (30) days
prior to the physical year end December 31. Board members will take
office at the end of the Annual meeting in January.
5.6 Notice
Notice of any special meeting of the Board of directors shall be
given to each member of the Board of Directors at least seventy-two
(72) hours prior to such meeting at the address shown in the Alaska
State Yarn Council records. For purposes of notification, electronic
notification may be employed.
5.7 Vacancies
Any vacancy occurring on the Board of Directors, or any
directorship to be filled by reason of an increase in the number of
directors, shall be filled by the Board of Directors. A director
elected or appointed to fill a vacancy shall serve for the unexpired
term of the office.
5.8 Resignation and Removal of Directors
A director may resign at any time upon written notice to the
Board of Directors. A director may be removed for good cause by a
two-thirds vote of the Board of Directors. The term of removal shall
be no less than 24 months.
5.9 Compensation
The Board of Directors does not receive compensation for their
services, but may be reimbursed expenses.
ARTICLE SIX COMMITTEES
6.1 Nominating Committee
The President shall appoint a Nominating Committee which shall
consist of at least three (3) regular members. The Nominating
Committee shall present candidates for the Board of Directors and
shall present the nominations slate to the members at least 60 days
prior to the
calendar year end December 31 as set forth in these Bylaws.
6.2 Special Committees
The President shall appoint such other committees, subcommittees
or task forces as are deemed necessary and which are not in conflict
with other provisions of these Bylaws, and the duties of any such
committees shall be prescribed by the Board of Directors upon their
appointment.
ARTICLE SEVEN DUTIES OF OFFICERS
7.1 Duties of the Officers
The elected officers shall support the purpose and mission
statement of Alaska State Yarn Council, perform the specific duties
assigned to their office as follows and in addition shall perform
specific tasks which may be assigned to them by the Board of
Directors.
7.1a Duties of the President
The president shall be chairperson of the Board of Directors and
an ex-officio member of all committees except the Nominating
Committee. The President shall preserve all official documents of
the Alaska State Yarn Council, or as assigned to designated staff.
7.1b Duties of the Vice President of Marketing
The vice president of marketing shall be responsible for
coordination of marketing
and public relations for Alaska State Yarn Council.
7.1c Duties of the Vice President of Allocation
The vice president of allocation shall be responsible for
coordination of all allocations
made by Alaska State Yarn Council. This includes, but is not be
limited to, monies for
scholarships, education, and events.
7.1d Duties of the Vice President of Fundraising
The vice president of fund raising shall be responsible for
coordination of all
applications and proposals for grants, donations of corporate funds
and other monetary
fundraising undertaken on behalf of Alaska State Yarn Council.
7.1e Duties of the Recording Secretary
The recording secretary will record and prepare minutes at all
Alaska State Yarn Council meetings. These meetings include the
Annual meeting, quarterly Board meetings, and any other meetings
called by the Board. Minutes will be prepared in written format and
transmitted to necessary parties, either by US mail or
electronically, within 15 days of each meeting.
7.1f Duties of the Corresponding Secretary
The corresponding secretary will handle all correspondence for
Alaska State Yarn
Council. This position will also be responsible for production of a
newsletter.
7.1g Duties of the Treasurer
The treasurer shall collect, receive, and have charge of all
funds of Alaska State Yarn Council; shall deposit such funds in a
financial institution designated by the Board of Directors; and
shall provide for the expenditure of such funds. The Treasurer shall
report the financial standing of Alaska State Yarn Council to the
Board of Directors at
each quarterly Board meeting, and whenever requested to do so. The
Treasurer will make a full report of the financial standing of
Alaska State Yarn Council to the membership at each annual meeting.
The treasurers accounts shall be audited annually by a nonmember
accountant approved by the Board of Directors, and the financial
review report shall be presented to the Board of Directors for
adoption.
ARTICLE EIGHT INDEMNIFICATION
8.1 Indemnification
Every director, officer, employee of Alaska State Yarn Council
and others as specified from time to time by the Board of Directors
shall, to the extent of insurance coverage held by and available to
Alaska State Yarn Council, be indemnified by Alaska State Yarn
Council against all expenses and liabilities including counsel fees,
reasonably incurred or imposed upon them in connection with the
defense of any proceeding to which they may be a defendant or
respondent by reason of being or having been a director, officer or
employee of Alaska State Yarn Council, or any settlement thereof,
whether the person is a director, officer or employee at the time
such expenses are incurred, if such person acted in good faith and
in a manner he/she reasonably believed to be in, or not opposed to,
the best interests of the Alaska State Yarn Council, and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe his/her conduct was unlawful. The foregoing right
of indemnification shall be in addition to and exclusive of all
other rights to which the indemnified may be entitled.
ARTICLE NINE FINANCE
9.1 Budget
The Board of Directors shall adopt in advance of each fiscal
period an annual operating budget covering all activities of Alaska
State Yarn Council.
9.2 Dissolution
Alaska State Yarn Council shall use its funds only to accomplish
the objectives and purposes specified in these Bylaws and no part of
said funds shall inure, or be distributed to the members of the
Council. On dissolution of Alaska State Yarn Council, any funds
remaining shall be distributed equally to all member guilds and
associations in good standing at that time.
ARTICLE TEN AMENDMENTS
10.1 Amendments
These Bylaws may be amended by the membership of Alaska State
Yarn Council by an affirmative mail vote. These Bylaws may be
changed or amended by a petition signed by 1% of the membership,
presented to the Board of Directors, placed unconditionally on the
agenda at the next annual meeting and offered for a membership vote.
On any mail vote, all Alaska State Yarn Council members must be
notified, with a majority of those voting determining the action.
10.2 Interpretation of Bylaws
These Bylaws shall be interpreted according to the laws of the
State of Alaska.
10.3 Electronic Communications
At the discretion of, and in a manner determined by the Board of
Directors, any notice or communications to be provided in a written
form may be provided electronically.
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