Reference: Guild Bylaws (last revised June 2, 2012) https://hcwg.org/by-laws/ (one page PDF)

PROPOSED AMENDMENTS TO THE BYLAWS OF THE
HOWARD COUNTY WOODWORKERS GUILD, INCORPORATED

Article 1 – Name (No Change)

Article 2 – Purposes (No Change)

Article 3 – Membership

Section 1 – Eligibility for Membership (No Change)

Section 2 – Membership Fees

Annual dues amount shall be recommended by the Treasurer and approved by the Executive Board as part of the annual budget.

Dues shall be made payable to the Howard County WoodworkersGuild, Incorporated or HCWG.

The Guild’s Fiscal Year begins July 1st and ends June 30th.

Dues shall be collected when the individual joins the Guild and during the approved renewal period every year thereafter.

The Renewal Period shall be proposed by the Membership Chair and approved by the Executive Board, and is expected to occur on or shortly before and extend to shortly after 1 July.

A late fee as proposed by the Membership Chair and approved by the Executive Board will accrue at the end of the Renewal Period.  

The Late Fee will accrue once per fiscal year for a given member who renews outside the Renewal Period.

Dues may be paid by a member either online using the Guild’s eCommerce system and a credit card, or in person with cash, check or credit card.  Dues shall be collected when in-person by the Treasurer or by the Membership Chair, who delivers the payment to the Treasurer.  Dues may be paid in-person to a Shop Monitor at the Guild’s workshop by a member with cash, check; or credit card.  Payment by credit card requires the use of online eCommerce system.

When a new member joins from May 1st through July 15th, the new member dues shall be the same as an existing member’s Annual Dues.  When the new member joins from July 16th through April 30th, the dues amount owed shall be prorated at 1/12th of the annual member dues amounts for the remaining whole months in the fiscal year.  The prorated amount is then rounded up or down to the nearest whole dollar using standard accounting rules of rounding.

For Example:  A new member joins August 10th.  The remaining whole months are September through June – 10 months.  If the annual dues are $45 then 1/12 of $45 is $3.75.  For 10 remaining whole months, the dues amount would be $37.50.

Section 3 – Lapsed Membership

A member who has not paid their annual dues within 30 days after the Renewal Period ends as required in Section 2 will be dropped from the membership and are then lapsed members.

Lapsed members can be reinstated in the same fiscal year by paying the annual dues plus late fee in full as required in Section 2.

Lapsed members who have not participated in Guild activities for more than one full fiscal year after their last paid dues expired may rejoin in that same fiscal year as a new member according to the new member prorate calculation.

Lapsed members may attend Guild activities (except shop) as a guest (without charge) twice during the membership year after
their dues expired.

Persons who resign are not lapsed members. Their membership dues are not reimbursable.

Article 4 – The Executive Board of Directors

Section 1 – Roles

The voting members of the Executive Board of Directors shall consist of the President, Vice President, Secretary, Treasurer, and the following standing appointed committee chairpersons: Education Committee Chairperson, Membership Committee Chairperson, Presentation Committee Chairperson, Workshop Coordinator, and Webmaster.

Members of the Executive Board report to the President.

Section 2 – Duties (No Change)

Section 3 – Meetings (No Change)

Section 4 – Voting Rights

The Executive Board may invite members or guests with pertinent expertise to address the Executive Board.

Only Executive Board members may vote on Executive Board matters.

Section 5 – Votes

An individual member may hold more than one position on the board, but that individual has only one vote.

A quorum shall consist of more than half of the voting board members. For Example: a quorum is 5 when voting positions are filled by either 7 or 8 different individuals, but the quorum is 4 when either 5 or 6 individuals fill voting positions.

A quorum is required for a successful vote.

In the case of an even number of Executive Board members present, then the President shall vote last to break a tie.  The President may abstain from a vote without prejudice.

A matter up for vote passes with a quorum majority of the Executive Board members who are present voting for the matter.

Section 6 – Minutes (No Change)

Article 5 – Elected and Appointed Officers of The Corporation, and Their Duties

Section 1 – Officers

The Officers of the Corporation shall be the following elected and appointed members:
Executive Board of Directors: (voting members)
President (elected)
Vice President (elected)
Treasurer (elected)
Secretary (elected)
Education Committee Chairperson (appointed)
Membership Committee Chairperson (appointed)
Presentation Committee Chairperson (appointed)
Shop Coordinator (appointed)
Webmaster (appointed)

Advisors to the Board: (appointed and no vote)
Financial Backup Committee Chairperson
Repurpose Committee Chairperson
Recognition Committee Chairperson
Technology Committee Chairperson

Section 2 – General Duties of Officers

It is a responsibility of officers to act in the best interest of the Guild, to represent the Guild with dignity, and responsibly carry out the duties of the office in cooperation with other Executive Board members.

Should any elected officer be unable to complete their 2-year term the President shall appoint a member, with the approval of the Executive Board, to temporarily fill the role until such time as the Nominating Committee can solicit candidates and conduct an expedited election.  The temporary position will have all of the rights and responsibilities that normally accrue to the elected role.

Once elected, the new officer shall serve the time remaining from the original term of office.

Should the President be unable to complete their 2-year term the Vice President will succeed to the President position without the need for another election, and serve the remaining time of the original term of office. The new President will then appoint a member, with the approval of the Executive Board, to temporarily fill the Vice President role until an expedited election can be conducted as described above.

An officer who does not comply with assigned responsibilities may be relieved of office by a majority vote of the Executive Board.

Article 6 – Specific Duties of Elected Officers (No Change)

Article 7 – Standing Committees and Duties

Section 1 – Standing Committee General Duties (No Change)

Section 2 – Standing Committees (No Change)

Section 3 – Membership (No Change)

Section 4 – Presentation

The Presentation Committee Chair shall:

• Engage presenters for the monthly meetings.  Request written permission to record the presentation.
• Report on the presentation schedule to the Executive Board at Board meetings, including the timely notification of the web site editors so that they can disseminate publicity for upcoming programs.
• Communicate the time needed for the presentation with the person setting up the meeting agenda.
• Coordinate with the Audio Visual (AV) Team to meet presenter’s AV needs.
• Coordinate with the shop coordinator and meeting set-up team to ensure the presentation space is set-up (tables, tools and materials) to meet presenter’s needs.
• Introduce the presenter at the monthly meeting.

Section 5 – Shop Coordinator (No Change)

Section 6 – Webmaster

The Webmaster shall publish and distribute, or cause to be published and distributed via web technology at least the topics described next.

• Date and agenda for the upcoming membership meeting,
• Minutes of the last membership meeting, including a summary of the demonstration or lecture,
• Announcements,
• Highlights of Executive Board functions that may not have been discussed at the membership meeting,
• Contact information for Executive Board and committee chairpersons,
• Member contact information, and
• Public relations announcements.

The Webmaster shall ensure that the Board of Directors approved Privacy Policy is followed for all information published on the Guild HCWG.ORG website.

The Webmaster shall utilize as much as practical any digital channels available to promote the Guild and enhance the member experience. 

Section 7 – Education Committee

The purpose of the Education Committee is to advance woodworking, in all its forms, through education and activities that encourage the sharing of woodworking knowledge and skill.

The Education Chairperson shall:

• Periodically conduct surveys of the Guild membership to aid in developing education priorities.
• Serve new beginner woodworkers by creating courses especially designed to assist them in getting a solid foundation of skills and knowledge in our craft.
• Develop and teach classes and courses for members that advance their knowledge, skill and understanding of a wide range of woodworking topics.
• From time to time, bring in regionally or nationally known experts to share their knowledge and experience with our membership.
• Set up and coordinate mentorship and SME programs.
• Set up and update a recommended list of YouTube Channels for members.
• Work closely with the Presentation Committee to identify presenters.
• Encourage the formation of Special Interest Groups.

Section 8 – Financial Backup

The Financial Backup position is appointed by the Executive Board Of Directors. 

The appointed position is intended to provide continuity of financial management for the Guild in consideration of potential turnover for the Treasurer’s election cycle.

The Financial Backup shall be an owner of all Guild financial institution accounts.

The Financial Backup shall be the primary account holder for the Guild’s financial institution online access capabilities.

The Financial Backup shall be the Resident Agent, as known to the Maryland Department of Assessment and Taxation.  The Financial Backup will file any notifications of personnel change as the department may require.

The Financial Backup’s personal address shall be the official place of business address used for Federal and Maryland tax returns, insurance and financial institutions, and Maryland Department of Assessment and Taxation.

Article 8 – Subcommittees (No Change)

Article 9 – Elections

Section 1 – Nominations

A nominating committee consisting of a chairperson and additional members shall be appointed by the President  and announced at or before the July meeting.

The Nominating Committee Chair will be invited to participate in the July, August, and September board meetings.

The Committee’s duty is to nominate the officers for the next administration.

The nominating committee acts independent of the Executive Board to nominate officers and assist in finding volunteers for the committees and subcommittees of the Guild.

The nominating committee shall propose a slate of members who have agreed to run for office. Other nominations or volunteers shall be requested from the floor.  Discussion or comments by nominators, nominees or other members shall be entertained, but not required.

Nominations from the floor will be in order at the September meeting, or at the meeting in which the election is held if changed as noted below.

A report from the nominating committee shall be made at the July, August, and September general meetings.

Section 2 – Election New Officers

The nominating committee shall conduct elections of officers in the manner described next. 

Voting will be finalized at the September meeting unless the Executive Board announces a new date, with justification. In the case of a delayed vote, standing Executive Board members will continue in office until new officers are elected.Each member shall have one vote, with the exception of the President who casts the deciding vote in the case of ties.

Voting will be conducted using a hybrid of on-line and in-person voting. During the September meeting the voting shall be by voice vote or the showing of hands. Alternately, the nominating committee may decide among themselves to conduct a secret ballot.  Also, if any member demands it, a secret ballot method shall be used.

During the September meeting the nominating committee tallies the total votes, both on-line and in-person, and announces the results of the election at the conclusion of the September meeting.

Officers elected in the previous year shall remain in office during the month following elections during which they shall communicate with the newly elected officers, transfer information collected during their tenure and orient new officers to their positions.

Newly elected officers shall take office at the meeting following the meeting at which they were elected.

Section 3 – Terms of Office

The President, Vice President, Secretary, and Treasurer shall each serve a term of two years.

The President and Secretary election shall occur in one year and the following year the Vice President and Treasurer election shall occur.

Officers may not run unopposed for more than two consecutive terms for the same office.

There is no limit to the number of times the membership may nominate the same member.

After an individual has been in office for two terms, every effort will be made by the Nomination Committee chair to ensure that at least one other person is nominated for the office in the succeeding terms.

Article 10 – Meetings (No Change)

Article 11 – Amendments

Proposals from members to amend the bylaws shall be submitted to the Executive Board in writing and shall contain the current bylaw language, the proposed language change, and a justification for the change. Amendments proposed by members shall be subject to discussion at a regular meeting within two months of the submission, unless withdrawn by the member who submitted them.

Copies of proposed amendments shall be sent to all members at least ten (10) days prior to the meeting at which a vote is taken to change the bylaws.

The bylaws are amended by an affirmative vote of two-thirds of all the members present at a regular monthly meeting.

Except in emergencies, voting shall take place at a regular monthly Guild meeting.

During the meeting at which there is a vote on bylaw changes, there shall be discussion of changes and there may be revision of the proposed amendments resulting from discussion. Voting may proceed on proposals amended at a meeting without additional notice to members.

Copies of the revised bylaws shall be available to all members within 31 days after the vote that amends the bylaws.

Article 12 – Dissolution

At the date and time when the Board of Directors decides to dissolve the Guild, a record of all current members shall be preserved for the purposes of liquidated asset distribution. 

In the event of an insolvent dissolution of the Guild, the laws of the State of Maryland shall govern how the assets of the Guild shall be processed to pay all expenses and liabilities, followed thereafter by the remaining assets shall be liquidated to their cash equivalent and distributed to all current members in equal percentages, except that the Treasurer and Membership Chair shall receive an additional five percent each for their work to administer the dissolution.

In the event of a solvent dissolution of the Guild, after all all expenses and liabilities have been paid, the remaining assets shall be liquidated to their cash equivalent and distributed to all current members in equal percentages, except that the Treasurer and Membership Chair shall receive an additional five percent each for their work to administer the dissolution.

THE END