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Minnesota Wood Carvers Association Constitution and By-laws


Adopted 1965
Rewritten 1968
Rewritten 1977
Revised 1985
Amended 1986
Rewritten 2000
Amended 2013
Amended 20l4


 

Contents

Constitution
Article I Name
Article II Objectives
Article III Membership
Article IV Board Of Directors
Article V Officers
Article VI Meetings
Article VII Amendments
Article VIII Chapters
Minnesota Wood Carvers Association By-Laws
Article I Membership
Article II Dues
Article III Fiscal Year
Article IV Meetings
Article V Duties Of Officers
Article VI Executive Board
Article VII Board Of Directors
Article VIII Publication
Article IX Nominating Committee For The Executive Board
Article X Elections
Article XI Incorporation Address
Article XII Order Of Business
Article XIII Parliamentary Authority
Article XIV Amendments
Article XV Chapter Modifications
Article XVI Shows And Seminars

Constitution



ARTICLE I. NAME

Section I This non-profit organization shall be known as the Minnesota Wood Carvers Association.

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  ARTICLE II. OBJECTIVES

Section I. The objectives of the Minnesota Wood Carvers Association (MWCA) shall be to promote the art of woodcarving, encourage exhibitions and workshops, provide fellowship among members, and help members find tools, supplies and other resources. In short, the MWCA's goal is to promote activities that aid all woodcarvers in the growth of their hobby or development of their carving ability. The MWCA membership includes carvers of all levels of experience and ability. Its members are its greatest resource.

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  ARTICLE III. MEMBERSHIP

Section l. A charter member is one of the 50 who joined the MWCA at either of the first two meetings in 1965.
Section 2. Active membership is open to anyone.
Section 3. Associate membership is open to an immediate family member of a charter or active member (wife or husband, children under 18.)
 

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ARTICLE IV. BOARD OF DIRECTORS

Section l. The board of directors shall be the governing body of the MWCA.
Section 2. The board of directors shall consist of three members from each chapter.
a. Two of the three members will be voting members.
b. The other one of the three members will be an alternate.

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  ARTICLE V. OFFICERS

Section l. The officers of the NWCA shall be: president, vice-president, secretary, and treasurer.
Section 2. The officers shall be elected from the board of directors, and be known as the executive board.
Section 3. The executive board shall be the elected officers and the editor of the monthly newsletter, who shall be an ex-officio member.
Section 4. 'The executive board shall be the administrative body of the MWCA.
Section 5. No one shall be eligible for election to the executive board unless he or she has been a member in good standing for one year.

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  ARTICLE VI. MEETINGS

Section 1. There shall be at least two meetings of the board of directors per year.
Section 2. One meeting of the board of directors each year shall be designated as the annual meeting.
Section 3. Chapters shall regulate their own meeting requirements.

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  ARTICLE VII AMENDMENTS

Section 1. Proposed amendments to the constitution shall be submitted in writing to the executive board by any members of the MWCA in good standing, at least three months before the annual meeting of the board of directors.
Section 2. Amendments recommended by the executive board shall be published in the monthly newsletter for two months and announced at monthly chapter meetings for two months before being voted upon at the annual meeting. A constitutional amendment must have a seventy-five percent majority of the elected board of directors.

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  ARTICLE VIII. CHAPTERS

Section l. A group of 10 or more organized woodcarvers shall be granted chapter status when they adopt the constitution, and adopt or modify the by-laws of the MWCA to their special needs. They must also meet the following requirements:
a. Chapter membership is open to anyone.
b. All members of a chapter must be members of the MWCA.
c. Chapters shall elect two directors and one alternate to the board of directors.
d. For insurance purposes, the chapters shall notify the executive board of the names of the president, vice-president, secretary, treasurer, two directors, and an alternate;, and list the number, time and place of meetings, seminars, and shows.
e. It is recommended that shows and/or exhibitions be non-selling and have no competitive judging. However, this shall be regulated by the hosting chapter and facility of the show.

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Minnesota Wood Carvers Association By-Laws

  ARTICLE I. MEMBERSHIP

Section l. Active or associate members
a. An application form shall be filled out by anyone desiring membership.
b. An active or associate member in good standing may vote, hold office and serve on committees.
c. All active and associate members shall be listed in the membership directory.
d. By a seventy-five percent vote of the board of directors, any member may be expelled from the MWCA for action contrary to the best interest of the MWCA.
e. A member in good standing shall be one who has paid the current dues as listed in the by-laws, Article II.
Section 2. Copies of the constitution and by-laws shall be furnished to all members upon request.

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  ARTICLE II DUES

Section 1. The dues for an active member shall be determined by the board of directors.
Section 2. The dues for an associate member shall be determined by the board of directors.
Section 3. Dues are payable on the first day of September. Members in arrears shall be dropped from membership if dues are not paid by or at the October meeting.
Section 4. Delinquent dues shall be payable in full for the year.

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  ARTICLE III. FISCAL YEAR

Section 1. The fiscal year shall be from October 1" to September 30'".

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  ARTICLE IV. MEETINGS

Section 1. There shall be an annual meeting each year by designation in advance.
Section 2. All meetings shall be open to all MWCA members in good standing.
Section 3. The time, locations, and number of chapter meetings shall be established by each chapter.
Section 4. Shows, tours and trips may be considered meetings to meet the required number of meetings per year.

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  ARTICLE V. DUTIES OF OFFICERS

Section 1. President - The president shall have general supervision of all phases of the MWCA's activity and shall preside at all meetings of the board of directors. The president shall appoint all committees necessary for the activities of the MWCA, as well as the editor of the monthly newsletter and an active member to audit the books. These appointments shall be approved by the board of directors.
Section 2. Vice-president - The vice-president shall take over the duties of the president in the absence of the president. The vice-president shall be the historian, and shall have charge of any publicity needed by the MWCA.
Section 3. Secretary - The secretary shall record the minutes of the executive board and the board of directors meetings, and shall carry on all official correspondence.
Section 4. Treasurer - The treasurer shall handle the money of the MWCA, collect the dues, pay all bills presented to and approved by the executive board, keep an accurate record of all receipts and expenditures, submit semi-annual reports of the receipts and disbursements, keep an up-to-date membership directory and inform the editor of the monthly newsletter of membership changes (added or removed) to the MWCA. The treasurer's books shall be audited before the annual meeting.
Section 5. Editor - The editor shall publish a monthly newsletter, except for the months of June, July and August, and shall be an ex- officio member of the board of directors. With the assistance of the treasurer, the editor shall keep the membership directory up-to-date, and publish a membership directory once a year.
Section 6. Chapter officers' duties - Offices needed and the duties of the chapter officers shall be regulated by the individual chapters.

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  ARTICLE VI. EXECUTIVE BOARD

Section l. The executive board shall meet at the call of the president or at the request of three members in good standing of the MWCA.
Section 2. A vacancy in the office of the president shall automatically be filled by the vice-president. The board of directors shall appoint a member of the board of directors to fill any other vacancy on the executive board. The person thus appointed shall still be eligible to be elected to two full terms.
Section 3. Any member of the executive board absent two consecutive meetings without a valid reason may be replaced.
Section 4. The executive board shall have the authority to establish a temporary activities account for events such as trips and projects. This account shall be funded by receipts from the event, and the total expenditures from the account may not exceed the receipts. This account is to be closed, and any balance transferred to the general operating budget of the hosting chapter, within 30 days of the closing of the activity. Expenditures from this account are not subject to the expenditure limit of Article VII, Section 9.
Section 5. A permanent and separate account may be established for seminars and classes. This account shall be funded by receipts from the seminars or classes and total expenditures for seminars or classes shall not exceed total receipts from such seminars and classes. Funds shall not be transferred from the general operating budget into this account to meet seminar or class expense, and any receipts from seminars and classes in excess of expenses shall not be transferred to the general budget. Expenditures from this account are not subject to the expenditure limit of Article Vll, Section 9.
Section 6. Persons handling funds of $5,000.00 or more shall be bonded. The cost of said bonding shall be absorbed as part of the seminar or class expense.
Section 7. Sections 4 and 5 may be used or modified by individual chapters to meet their special needs.

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  ARTICLE Vll. BOARD OF DIRECTORS

Section l. Two directors and one alternate shall be elected from active MWCA members in good standing from each chapter.
Section 2. Directors and alternates shall be elected for two-year terms.
Section 3. Directors shall serve no more than five consecutive terms, as governed by State Statute 317 for non-profit organizations.
Section 4. The board of directors shall meet at the call of the president or the request of four members of the board of directors..
Section 5. The duties of the directors shall be to vote on the actions and recommendations of the executive board, and to help formulate actions to promote the objectives of the MWCA.
Section 6. The appointments of the president shall go before the board of directors for approval.
Section 7. A minimum of seventy-five percent of the elected board of directors shall constitute a quorum for the transaction of business.
Section 8. All members of the board of directors shall serve without pay.
Section 9. The single-item expenditure limit shall be set by vote of the board of directors present at each annual meeting. The limit shall apply to the year following the annual meeting. Any expenditure over this amount must have the approval of the board of directors before the item can be paid. This limit shall not extend to the special activities account or to the seminar account. (Article VI, Sections 4 and 5).
Section 10. Chapters that do not send any directors to the board of directors meetings for two consecutive meetings, without just cause, shall lose chapter status and all benefits.

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  ARTICLE VIII. PUBLICATION

Section l. There shall be a monthly newsletter that shall contain notice of the upcoming MWCA and chapter meetings and activities and shall be mailed to all subscribers.
Section 2. The subscription cost of this newsletter shall be determined by the board of directors.
Section 3. The editor of the newsletter shall be an ex-officio member of the executive board.
Section 4. The treasurer shall help the editor keep the membership directory up- to-date.
Section 5. An official membership directory of all members of the MWCA shall be published and distributed to all active members once a year.
Section 6. No monthly newsletter shall be published for June, July or August.
Section 7. Each chapter is requested to elect or appoint a contributing editor to submit newsletter materials to the editor of the newsletter.

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  ARTICLE IX. NOMINATING COMMITTEE FOR THE EXECUTIVE BOARD

Section l. The president shall appoint the nominating committee three months before the annual meeting.
Section 2. The nominating committee members shall be selected, one from each chapter. One of those selected shall be designated as chairman of the nominating committee.
Section 3. The nominating committee shall present a slate of one or more candidates, selected from the board of directors, for each office of the MWCA, one month before the annual meeting. Each of the candidates shall give permission to have his or her name placed in nomination, and submit a short biography.

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  ARTICLE X. ELECTIONS

Section l. The MWCA's executive board shall be elected by the board of directors.
Section 2. Election of officers shall be held at the annual meeting of the board of directors.
Section 3. A majority of votes cast shall be sufficient to elect.
Section 4. The term of office shall be for one year from installation.
Section 5. The president and vice-president shall be eligible for no more than one re-election. However, after a four year hiatus they may again be elected to these positions
Section 6. Newly elected officers shall be installed at the annual meeting at which they are elected.

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  ARTICLE XI. INCORPORATION ADDRESS

Section l. The official address of the MWCA shall be: Minnesota Wood Carvers Association, c/o the home or business address of the current newsletter editor.

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  ARTICLE XII. ORDER OF BUSINESS

Section 1.
a.
Call to order
b. Approve minutes of previous meeting
c. Read executive board minutes, if necessary
d. Treasurer's report
e. Communications
f. Introduction of visitors
g. Bills
h. Committee reports
(1) Membership
(2) Program
(3) Publicity
(4) Tours
(5) Special
(6) Other
i. Unfinished business
j. New business
k. Adjournment
1. Program - speaker or activity

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  ARTICLE XIII. PARLIAMENTARY AUTHORITY

Section 1. Robert's Rules of Order, latest edition, shall govern all proceedings of the MWCA.

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  ARTICLE XIV. AMENDMENTS

Section l. Proposed amendments to these by-laws shall be submitted in writing to the executive board by a member of the MWCA in good standing. Amendments shall be reviewed by the executive board.
Section 2. Amendments recommended by the executive board shall be published in the monthly newsletter for two months and announced at meetings for two months before being voted upon at any board of directors meeting.
Section 3. A quorum must be present to hold a vote on any amendment. A quorum shall be seventy-five percent of the elected board of directors.
Section 4. A by-law change must have a two-thirds majority of the elected board of directors.

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  ARTICLE XV. CHAPTER MODIFICATIONS

Section 1. Chapters may modify wording in by-laws to better address their individual requirements.
Section 2. All modifications to these by-laws by individual chapters shall be registered with, and approved by, the MWCA board of directors.

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  ARTICLE XVI. SHOWS AND SEMINARS

Section I. Meetings and seminars shall be under the sponsorship of the MWCA, with management by the hosting chapter.
Section 2. Shows and exhibitions shall be under the sponsorship of the MWCA, with management by the hosting chapter.
a. Exhibitors must be MWCA members in good standing.
b. It is recommended that shows and/or exhibitions be non- selling, and have no competitive judging. However, this shall be regulated by the hosting chapter and the facility of the show.
c. Business cards may be given out for later off-site contact.
d. MWCA members may participate in any show, exhibit, sale or seminar, but only events officially sponsored and hosted by the MWCA will be covered by the MWCA insurance policy.

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This constitution and by-laws adopted August 9, 2014, shall be in effect from this day. Any other constitution and by-laws of the Minnesota Wood Carvers Association shall be null and void.

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