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BYLAWS OF CLAYFOLK, INC.

I. NAME
The name of the corporation is Clayfolk, Inc.

II. PURPOSE
This corporation is a fellowship celebrating and encouraging the ceramic arts
through the education of its members and the public.

III. PRINCIPAL OFFICE
The principal office of this corporation is fixed and located in Jackson County,
Oregon.

IV. MEMBERSHIP
Section 1: Qualifications.
Every person who is interested in ceramics shall qualify for membership.

Section 2: Dues.
Dues shall be set by a majority vote at a general meeting.

Section 3: Rights of Members.
Each dues paying member shall have the right to vote, participate in all decision
making procedures of the corporation, and after one year, have the right to hold
office. Membership in the corporation shall be nontransferable and nonassignable.

Section 4: General Meetings.
General meetings shall be held as needed, at least quarterly, and shall be
announced to the members in advance of the meeting. Meetings shall be
conducted in accordance with Robert's Rules of Order unless otherwise specified.

Section 5: Quorum.
A quorum shall consist of 30% of the membership. Decisions shall be made
by a simple majority of the quorum.

V. BOARD OF DIRECTORS

Section 1: Responsibilities.
A: The Board of Directors shall be responsible for achieving the stated purpose of
this corporation.

B: The directors shall be responsible for executing elections of officers by the
beginning of the membership year and will make notice to the general
membership of the procedure for elections.


Section 2: Membership of the Board.
The members of the Board of Directors shall be the president, the vice-president,
the secretary, the treasurer, and at least one representative of the membership at
large, the total number of persons constituting the board to be an odd number.

Section 3: Meetings.
Meetings of the Board of Directors shall be held as deemed necessary by the Board
or the general membership.

Section 4: Quorum.
A quorum shall consist of a majority of the board members. Decisions shall be
made by a simple majority of members voting.

Section 5: Powers.
The powers of the Board of Directors are subject to limitations of the Articles of
incorporation, other sections of the bylaws, and of United States and Oregon law.

Nothing contained in the foregoing paragraph shall be construed to authorize this
corporation to carry on any activity for the profit of its members, directors, or
officers.

VI. OFFICERS
Section 1: Titles.
The officers of this corporation shall be a president, a vice-president, a secretary,
and a treasurer.

Section 2: Responsibilities.

A. It shall be the responsibility of the officers to sign official documents for the
corporation, such as contracts and leases, as directed by the general membership.

B. The president shall preside over the meeting of the membership and the
board, shall appoint and charge committees with responsibilities to carry out
the purpose of the corporation, shall see that the business of the corporation
is carried out in compliance with its bylaws, and shall have such duties and
powers as prescribed by the general membership or board of directors.

C. The vice-president shall act for and have all the powers of the president
during the absence or inablility of the president to act, shall be in charge of
supervising the carrying out of committee work, and shall discharge other
duties as prescribed by the general membership or board of directors.

D. The secretary shall be responsible for the keeping of a full and complete
record of the proceedings of the general meetings and the Board of Directors
shall supervise keeping records of the corporation, and shall discharge other
duties as prescribed by the general membership or board of directors.

E. Both treasurers shall be responsible for the receipt and safe keeping of all
funds of the corporation and see that they are deposited in the bank. These
funds shall be paid out on checks of the corporation signed by the treasurers or
other designated member of the Board of Directors, with the exception that
amounts up to $25.00 may be paid out in cash for specific expenditures for the
corporation. Each treasurer shall have other financial duties as prescribed by the
general membership or Board of Directors.

Section 3: Term of Office.
The term of office for officers of this corporation and members of the Board of
Directors shall be one year. No person shall hold more than one office at a time.

Section 4: Election of Officers.
All nominees for officers and members of the Board of Directors shall be
members of Clayfolk, Inc. for at least one full membership year. Each officer of
this corporation and member of the board of Directors shall be elected by a
simple majority of the members voting in the election.. To be a valid election,
30% of the membership must vote.

Section 5: Removal of Officers.
Any officer of this corporation or member of the Board of Directors may be
removed from office by a simple majority of the members. At least 30% of the
members must vote in order for the removal to be valid.

Section 6: Vacancies in Office.
Vacancies in any office of the corporation or board of directors shall be filled
within sixty days of the vacancy by a majority vote of the members. At least
30% of the membership must vote in order for the election to be valid. The
officer or board member chosen will fill only the unexpired term of the
predecessor in office.

VII. AMENDMENT OF BYLAWS

These bylaws may be amended or replaced and new bylaws be adopted by a
vote of two thirds of the membership. At least 30% of the membership
must vote in order for the amendment or replacement to be valid.


Rev 04/20011 PDews

You can download an Adobe (pdf) version of the By Laws by clicking on this link
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