CASCADE WOODTURNERS ASSOCIATION, INC.
 OPERATIONAL BY-LAWS
 

Article I - NAME

The name of this non-profit corporation shall be the Cascade Woodturners Association, Inc., and shall hereinafter be referenced as the Association.  

Article II - TYPE OF CORPORATION

This Association shall be a corporation and shall not be for profit and no part of its assets shall ever inure to the benefit of any one, or more, of its members.  This corporation is organized exclusively for educational purposes within the meaning of section 501(C)(3) of the Internal Revenue Code.  

Article III - MISSION STATEMENT

The mission of the Cascade Woodturners Association, Inc. is to educate woodturners and the public, in and about, the art and craft of woodturning.  This mission will be accomplished by encouraging and facilitating the establishment of training programs for woodturners, by disseminating information about sources of material and equipment, by exposing the art of woodturning to the public,  maintaining a lending library of books and video media as a source of information, publishing a monthly newsletter, and by serving as a center of information about woodturning for members, galleries, interior designers, other interested groups and the general public.  

Article IV - ORGANIZER, AREA SERVED, AND FISCAL YEAR

  1. Organizer
    The organizer of this Association in 1990, was Dennis Stewart whose address was 2502 N.W. 4th, Hillsboro, OR 97124.  Mr. Stewart’s telephone number was (503) 640-3089.
  2. Area Served
    This Association is to primarily serve the mutual needs of woodturners that reside within northwestern Oregon and southwestern Washington.  The Association will also, on occasion, assist woodturners that reside outside of the described area by special events as well as through the publication of a monthly newsletter.
  3. Fiscal Year
    The Association’s fiscal year shall be from January 1, through December 31 of any year, but may be changed by action of the Board of Directors if it is determined the change will benefit the Association.
 

Article V - REGISTERED AGENT

The current Registered Agent for this Association is Mr. Arthur Stangell, Attorney at Law, whose address is: 210 Masonic Building, 707 Main Street, Oregon City, OR 97045.  His telephone number is (503) 655-7659.  

Article VI - PURPOSES AND LIMITATIONS

  1. Programs
    This Association’s purose is exclusively for educational purposes and its mission is as stated within Article III and is further pointed out within this Article.  A non-exclusive listing of programs of this Association are:
    • provide a meeting place for members;
    • share woodturning ideas and techniques;
    • trade woods and other educational items of interest
    • exchange ideas and information about tools
    • have periodic educational seminars featuring well known turners or others skilled in the art/craft of woodturning, or the use of equivalent methods and materials;
    • have constructive critique of member’s work product, and
    • publish a monthly newsletter for all members.
  2. Limitations
    No part of the net earnings of the Association shall inure to the benefit of, or be distributed to, its Members, Directors, or any other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered.
 

Article VII - CLASS OF MEMBERSHIPS, FEES, AND DISSOLUTION

Membership in this Association shall be of two classes, each with a different membership fee.  The different classes are:.
  1. Participating Members
    Participating Members are woodturners that attend regularly scheduled monthly meetings and other events as possible and receive the monthly newsletter
  2. Business Members
    Business Members are members of the business community that serve the needs of woodturners by sale of goods and services
  3. Fees
    The annual membership fee shall be an amount determined by the officers needed to sustain the operations of the Association and shall be the same for each class of membership   The fees may be changed by a majority vote of the Active Members that are in attendance at any regularly scheduled meeting where such is noticed to be discussed.
  4. Distribution of Monies Upon Dissolution
    At such time as the Association terminates its activities and ceases to exist, all monies in the treasury at that time shall be given to a local school for the purpose of supporting a woodturning program within the school.  If no local school offers woodturning at the time of dissolution, all monies shall be distributed to the American Association of Woodturners (AAW).
   

Article VIII - ACTIVE MEMBERSHIP - VOTING RIGHTS

All active members shall have equal voting rights on all matters coming before the membership at a regularly scheduled meeting.  To be an active member the annual dues must be fully paid.  Any member shall have one vote on any issue and must be in attendance at the meeting in which the vote is to be taken to exercise the vote.  

Article IX - MEETINGS

This Association will meet the third Thursday of every month, except for the month of December.  A notice of each meeting will be sent to each member prior to the scheduled meeting.  The meeting place or meeting date for the Association may be changed from time to time upon a vote at a regularly scheduled meeting where such is an agenda item and the new meeting place is voted upon by the active members in attendance at the meeting.  Notwithstanding the previous, any single meeting place or date may be altered upon concurrence of a majority of the Board of Directors, to meet an unanticipated need.    

Article X - OFFICERS

  1. Number and Election
    The elected Officers of this Association shall be a President, a Vice President, a Secretary and a Treasurer.  These Officers shall be elected annually by a majority vote of the Association’s paid up Participating Members that are in attendance at the November meeting of the Association.  Such other positions within the Association as may be deemed necessary may be appointed by the elected officers.
  2. President
    The President shall be the principal executive officer of the Association.  The President’s duties include:
    • Supervise and control all of the business and affairs of the Association;
    • conduct Association meetings
    • conduct Board meetings ,when called, and
    • work with the various sub-committees of the Association.
  3. Vice President
    In the absence of the President, due to death, or other inability, or refusal to act, the Vice President shall perform the duties of the President, and when so acting shall have all the powers of, and be subject to, all the restrictions placed upon the President.  The Vice President shall be responsible for programs that are to be presented to the members at general meetings and such other duties as may from time to time be assigned by the President.
  4. Secretary
    The Secretary shall take and keep in proper order the minutes of the Association’s meetings, see that all notices are duly given in accordance with the provisions of these By-Laws.  In general, the Secretary shall perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President.
  5. Treasurer
    The Treasurer shall collect all membership fees and all other monies belonging to the Association.  The Treasurer shall be responsible for keeping current and accurate records of all monies that flow through the Association and also for ensuring that all local Association members are current, paid-up Participating Members.  In general, the Treasurer shall perform all of the duties incident to the office of Treasurer including the preparation and filing of required reports, a bi-monthly statement of the Club’s fiscal status, and such other duties as from time to time may be assigned by the President.
  6. Term of Office
    Each officer shall hold office for one year from January to January and may be re-elected, but no person shall hold an elective position for more than two consecutive years (except in the case of a lack of a slate of candidates for the offices of Secretary and Treasurer).  The initial slate of Officer’s Terms of Office shall be from the time of election during the calendar year of 1990 until January 1992.
  7. Removal
    Any Officer elected or appointed may be removed when it is deemed that the best interests of the Association would be served by such removal.  This will be accomplished by a majority vote of the Association’s members who are present at the time of the vote, providing that at least Thirty Percent (30%) of the paid-up Participating Members are present.
  8. Vacancies
    A vacancy in any Office because of death, resignation, removal, disqualification, or otherwise may be filled by a majority vote of the members present at the meeting following the announcement in the monthly newsletter.  The appointment shall be for the unexpired portion of the term.
 

Article XI - BOARD OF DIRECTORS

  1. Purpose
    The property, affairs, activities and concerns of the Association shall be vested in a Board of Directors (Board) who are elected by the Association members at the same time as the Association’s officers are elected. This Board shall be charged with the responsibility of the day to day operation of the Association and the prudent conduct of its business.  All Board meeting are open to all Active Members of the Association who wish to attend, but they will not have a vote at the meeting.
  2. Members
    The Board shall consist of Eleven (11) persons.  The Board members shall be those holding the following named positions within the Association: President, Vice President, Secretary, Treasurer, immediate Past President, the Book Librarian, the Tape/CD Librarian, the Supplies Person, and Newsletter Editor.  In addition, there shall be one at-large member from the general membership plus a member who, if possible, is involved with the Association’s present meeting place.
  3. Quorum
    Six (6) members of the Board shall constitute a quorum for the transaction of business.  In the absence of the president and vice-president, the quorum present may choose a chairman of the meeting.  If a quorum is not present, a lesser number may adjourn the meeting to a later date as agreed upon at the meeting wherein discussed.
  4. If a member of the Board is not able to fulfill, for whatever reason, their full term on the Board, the President and Vice President shall appoint a replacement member of the Association to fill out the remainder of the term.
 

Article XII - COMMITTEES

  1. Nominating Committee
    The president shall appoint in September of each year, a nominating committee consisting of members in good standing.  The nominating committee will offer its nominations for officers and directors at the November meeting of the Association for their vote.  Additional nominations of members who have agreed to serve, if elected, may be made from the floor.
  2. Other Committees
    The president may, at any time, appoint other committees on any subject for which there is no other committee.
  3. Committee Quorum
    The majority of any committee shall constitute a quorum for the transaction of business.
  4. Vacancies
    The committee shall have the power to fill vacancies in the Committee.
 

Article XIII - INSURANCE

The Association shall carry an insurance policy with a local insurance broker that shall provide the following minimum coverage cover limits: Commercial General Liability with a General Aggregate Limit of $1,000,000; Products-Completed Operations Aggregate Limit of $1,000,000; Personal and Advertising Injury Limit of $1,000,000; Each occurrence Limit of $1,000,000; Damage to Premises Rented to Cascade Woodturners Association, Inc. with a limit of $200,000; and Medical Expense Limit of $10,000.  Any insurance coverage that the American Association of Woodturners (AAW) has will be in excess of the previously stated limits.  

Article XIV - INDEMNIFICATION

Every Board Member, Officer, or Committee of the Association shall be indemnified by the Association against all expenses and liabilities including settlement and counsel fees reasonably incurred or imposed upon them in connection with any proceeding to which they may be a part or in which they may become involved, by reason of being or having been a Board Member, Officer, or Committee member of the Association.  The foregoing rights of indemnification shall be in addition to and not exclusive of all other rights to which the indemnified may be entitled.  

Article XV - AMENDMENTS

These By-Laws may be altered, amended, or repealed and new By-Laws may be adopted by a vote of a simple majority of the Association’s Participating Members that are present at the time of the vote on the issue.  Prior to accepting for inclusion within these by-laws, the proposed amendments shall be on the agenda of two successive meetings of the Association and such shall be noted within the appropriate newsletter..  

Article XVI - RELATIONSHIP WITH THE AMERICAN ASSOCIATION OF WOODTURNERS (AAW)

All members of this Association should be members in good standing of the American Association of Woodturners, Inc.  While it is understood that AAW will provide advice and counsel as requested, all local activities will be under the explicit direction and control of the Cascade Woodturners Association, Inc. and its officers.  A copy of these By-Laws shall be filed with AAW.  It is fully understood that AAW shall be notified in writing prior to the Association incurring any indebtedness for AAW  

Article XVII - ADOPTION OF BY-LAWS

The adoption of these By-Laws shall replace all previously adopted By-Laws of the Association in their entirety.  These By-Laws have been on an agenda for two successive months and have been voted on and adopted by a majority vote of the membership in attendance at a noticed regularly scheduled meeting on this 15th day of June, 2006.

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