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NAME
The name of this corporation
shall be: Association of Lifecasters International, Inc.
hereinafter called the Association.
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PURPOSE
The purpose of the
Association shall be (a) to promote the general and
professional interests of life casting artists and
sculptors; (b) to promote awareness of the art form of life
casting among the general and art-buying public; (c) to
build relationships within and between the life casting and
sculpture communities; (d) to sponsor and promote effective
legislation.
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ADMINISTRATION
SECTION 1: The affairs
of the Association shall be administered by a Board of
Directors consisting of not less than seven (7) members,
comprised of the elected officers, appointed officers,
Immediate Past President and President of each Division, who
shall be elected or appointed as specified herein, with such
qualifications as shall be determined from time to time by
the Membership. Additional members may be appointed to the
Board of Directors subject to approval of the Membership.
Each member of said board shall be an Active or Sustaining
member of the Association.
SECTION 2: The
Association, by a two thirds (2/3) vote of the Board of
Directors, may establish such geographical divisions as may
be necessary and desirable to promote the purposes of the
Association. A Division shall be comprised of the members
located in an area of such size and convenience that the
members therein may meet periodically.
Officers of the Division shall
be President, First Vice-President, Second Vice-President,
Third Vice-President, Secretary and Treasurer. The President
shall also be a member of the Association's Board of
Directors. The Board of Directors shall appoint a Division
President when that position becomes vacant, and the
appointed President shall serve until such time as a
successor has been elected by the Division.
A Division may adopt By-Laws
not in conflict with this constitution and By-Laws, form
committees and carry on activities in the interest of the
Division and the Association.
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OFFICERS
The elected officers of the
Association shall be the President, First Vice-President,
Second Vice-President, Third Vice-President, Secretary and
Treasurer. They shall be elected by a majority vote of the
Membership of the Association at the Annual Meeting.
The appointed officers of the
Association shall be the Sergeant-at-Arms and the
Parliamentarian. They shall be appointed by the President
and ratified by a majority vote of the Board of Directors,
and shall be non-voting members of the Board.
SECTION 1: The
President shall be the Chief Executive Officer of the
Association and shall have general supervision and direction
of the Association under authority of the Board of
Directors. He/she shall preside over all meetings of the
Association and serve as chairman of the Board of Directors.
The President shall appoint such committees as the Directors
may, from time to time, authorize, except the nominating
committee. He/she shall be an ex-officio member of all
committees except the nominating committee.
There may be from time to time
such business the urgency of which must be transacted before
a Board of Directors meeting can be convened (annual or
special) in which case the President may canvass the Board
of Directors by E-mail or by telephone and then at the
annual or special meeting of the Board of Directors ask that
the urgent business be ratified.
SECTION 2: The First
Vice-President shall perform all the duties in the absence
or disability of the President. He/she shall be Chairman of
the Legislative Committee, which is described under the
standing committees.
SECTION 3: The Second
Vice-President shall perform all of the duties in the
absence of the President and/or First Vice-President. He/she
shall be Chairman of the Program Committee, which is
described under the standing committees.
SECTION 4: The Third
Vice-President shall perform all of the duties in the
absence of the President, First Vice-President and/or Second
Vice-President. He/she shall be Chairman of the Membership
Committee, which is described under the standing committees.
SECTION 5: The
Secretary shall record the minutes of the membership
meetings, the meetings of the Board of Directors, all
special meetings, and shall give notice of all meetings to
be held. He/she shall be responsible for all official
correspondence, records and Association property.
The Secretary shall keep the
Corporate Seal and book of blank membership certificates;
fill out and countersign all certificates issued and make
proper entries in the books of the Association. He/she shall
keep a proper transfer book and ledger in debit and credit
form showing the number of certificates issued and
transferred and dates of same. He/she shall serve all
notices required by law or the By-Laws of the Association.
In case of his/her absence or inability to act, the duties
of the Secretary may be performed by any person designated
by the Board of Directors.
SECTION 6: The
Treasurer shall be responsible for the handling and
safekeeping of the Association Funds, collect all
dues and assessments, disburse funds only on the order of
the President or action of the Board of Directors, and
maintain an up-to-date roster of the membership. He/she
shall submit a financial statement at each membership
meeting and will be responsible for filing such consolidated
tax statements as may be required to the Internal Revenue
Service, State Franchise Tax Board or any other agency
required by law.
The Treasurer shall be
Chairman of a budget committee. He/she may be bonded in an
amount to be determined annually by the Board of Directors.
SECTION 7: The
Sergeant-at-Arms shall be responsible for properly placing
the United States Flag and the California Bear Flag at the
meetings and leading the Pledge to the Flag. He/she will
also maintain order at the meetings.
SECTION 8: The
parliamentarian's duties shall be as prescribed in Robert's
Rules of Order.
SECTION 9: The elected
officers of the Association shall be elected and installed
at the annual meeting of the Association and shall hold
office until their successors have been elected and
installed.
SECTION 10: The
appointed officers of the Association shall be appointed by
the President and shall hold office until their successors
have been appointed.
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MEMBERSHIP
The Association shall be
composed of Active Members, Associate Members, Sustaining
Members and Honorary Members as hereinafter defined:
SECTION 1: Active
membership shall consist of life casting artists and
sculptors. Any officer or duly authorized representative of
said active member shall be the accredited delegate, upon
payment of dues as prescribed in this constitution. Only one
(1) vote may be cast per each active membership, regardless
of number of delegates or representatives present at any one
meeting, or seminar.
SECTION 2: Associate
member shall consist of individuals, institutions or
organizations whose objectives or operations are allied
directly or indirectly affected by or concerned with the
activities of the Association. Such memberships shall be
subject to approval by the Board of Directors.
SECTION 3: Sustaining
membership shall consist of those former officers or duly
authorized representatives who have served as a active
member, officer or representative and who upon written
request of the officer or representative may, by a majority
vote of the active membership, be elected to sustaining
membership. The Board of Directors, at the time of election,
will indicate whether the sustaining member is a voting or
non-voting member, provided, however, any such sustaining
member may, by majority vote of the active membership, be
elected to serve as secretary or as treasurer and may serve
on any committee when appointed by the President in which
event the duly elected officer or committee person may cast
his/her vote at the regularly scheduled Board of Directors
and committee meetings.
SECTION 4: Honorary
membership shall be conferred by a majority vote of the
membership at a regular or special meeting, and the
recipient shall have no vote in the affairs of the
Association.
SECTION 5: Certificates
of Membership, numbered and with the seal of the Corporation
affixed, signed by the President or Secretary, or such other
officers as may be designated by the Board of Directors,
shall be issued to each member, certifying the class of
membership held in the Association. Certificates of
Membership shall not be transferable.
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MEMBERSHIP
DUES
Presently no dues are
assessed. However the annual dues for each
Active Member, Associate Member, Sustaining Member and
Honorary Member shall be set by majority vote of the
Membership present at the Annual Seminar or by a majority
vote of the membership by means of a mailed ballot.
Special assessments necessary
for the proper discharge of the business of the Association
may be levied by a two-thirds (2/3) vote of the membership,
but at no time may exceed the amount of the annual dues.
MEETINGS
The Annual Meeting shall
consist of a Seminar held in November of each year either
online or at such
place as shall be selected by a majority vote of the
Membership at a previous annual meeting.
One-third of the Active and
Sustaining Members in good standing constitute a quorum for
the transaction of business at the annual meeting.
Special meetings may be held
at such time and place as shall be determined bv the
President or a majority of the Board of Directors.
Reasonable notice of special meetings shall be given to all
members. One-third of the Active Members in good standing
shall constitute a quorum for the transaction of business at
such meetings.
The Board of Directors shall meet
either on line or at such times and places as may be designated by the President or
a majority of the Board of Directors, but not less
frequently than two times each fiscal year. A majority of
the Board of Directors shall constitute a quorum.
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STANDING
COMMITTEES
The Standing Committees of the
Association shall be the following:
SECTION 1: Legislative
Committee consisting of not less than one member from each
division as designated by the President, of which a majority
shall constitute a quorum, whose duties shall be to review
and submit information on legislation which maybe of
interest to the membership or beneficial to the enforcement
and/or collection of municipal taxes or licenses.
SECTION 2: Membership
Committee consisting of not less than one member from each
division, of which a majority shall constitute a quorum,
whose duties shall be to acquaint prospective members with
the objectives of the Association, and to invite them to
become members of the Association.
SECTION 3: Program
Committee consisting of not less than one member from each
division, of which a majority shall constitute a quorum,
whose duties shall be to plan the annual meeting or seminar
and such other programs as shall be necessary for the
Association.
SECTION 4: Audit
Committee consisting of not less than one person from each
division, of which a majority shall constitute a quorum,
whose duties shall be to conduct or have conducted, an
annual audit of the records of the Treasurers of the
Association and each of the divisions not later than two
months following the end of the fiscal year. The committee
shall submit a report of its findings to the Board of
Directors of the Association and to the respective Division
as to their individual audits.
SECTION 5: Nominating
Committee consisting of the Immediate Past President, who
shall serve as chairman, and one member from each Division
who shall be selected bv the Division.
SECTION 6: Awards and
Resolutions Committee consisting of no less than one member
from each Division, of which a majority shall constitute a
quorum, whose duties shall be to review and submit
recommendations of honors, awards and resolutions to be made
to deserving Association Members and Membership Delegates,
Representatives, Seminar Panelists, such recommendations to
be submitted to the Board of Directors prior to the
convening of the Annual Seminar.
Each committee shall keep
regular minutes of their proceedings and report the same to
the Board of Directors when required.
The members of the standing
committees shall be appointed by the President and ratified
by a majority vote of the Board, except as otherwise
specified.
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POWERS OF
DIRECTORS
SECTION 1: The Board of
Directors shall have the management of the business of the
Association, and subject to the restrictions imposed by law,
by the Articles of Incorporation or by these Constitution
and By-Laws, may exercise all of the powers of the
Association.
SECTION 2: Specific
Powers of Directors - Without prejudice to such general
powers, it is hereby expressly declared that the Board of
Directors shall have the following powers:
1.
To adopt and alter a corporate seal.
2.
To make and change regulations, not inconsistent with
these Constitution and By-Laws, for the management of the
Association business and affairs.
3.
To appoint and remove, at pleasure, all officers,
agents and employees of the association, except the elected
officers, prescribe their duties and fix their compensation.
4.
To borrow money and to make and issue notes, bonds
and other negotiable and transferrable instruments,
mortgages, deeds of trust, trust agreements, and to do every
act and thing necessary to effectuate the same.
5.
To select and designate such bank or trust company as
they may deem advisable, as official depositary of the funds
of the Association, and to prescribe and order the manner in
which such deposits shall be made and/or withdrawn.
SECTION 3: Compensation
of Directors - Directors shall not receive any stated salary
for their service as directors but, by a majority vote of
the Board of Directors, expenses of attendance may be
allowed for attendance at each Board of Directors meeting.
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MISCELLANEOUS
PROVISIONS
SECTION 1: All checks,
drafts or other orders for the payment of money, notes or
other evidences of indebtedness issued in the name of the
Association for all debts of the Association shall be
signed by the President and countersigned by the Secretary
or Treasurer or by such officers as shall from time to time
be determined by the Board of Directors.
SECTION 2: Whenever any
notice is required by these Constitution and By-Laws to be
given, personal notice is not meant unless expressly so
stated, and any notice so required shall be deemed to be
sufficient if given by depositing the same in a post office
box in a sealed post-paid wrapper, addressed to the person
entitled thereto at his/her last known post office address,
and such notice shall be deemed to have been given on the
day of such mailing. Any notice required to be given under
these Constitution and By-Laws may be waived by the person
entitled thereto. Members not entitled to vote shall not be
entitled to receive notice of any meetings except as
otherwise provided by statute.
SECTION 3: The
Corporate Seal of the Corporation shall be in such form as
the Board of Directors shall determine and shall contain the
name of the Corporation, the date and state of its creation
and such other matters as the Board of Directors, in their
discretion, may determine.
SECTION 4: Robert's
Rules of Order, revised edition, shall apply unless
otherwise specified in these Constitution and By-Laws.
SECTION 5: No member of
this Association, either Active or otherwise, shall be
personally or otherwise liable for any debts, liabilities
and/or obligations of this Association.
SECTION 6: This
Association may accept gifts, legacies, donations and/or
contributions and in any amount and any form, from time to
time, upon such terms and conditions as may be
decided from time to time by the Board of Directors.
SECTION 7: The fiscal
year of this Association shall be January 1st through
December 31th.
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VOTING
All matters requiring the
approval of the membership may be approved by a majority
vote of the membership attending the annual meeting or a
special meeting, except as otherwise provided in these
Constitution and By-Laws. Only one vote will be allowed for
each or organization.
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VACANCIES
The Board of Directors shall
following installation of officers, fill by appointment any
vacancies occurring in any elective office. A vacancy in any
appointed office shall be filled by appointment of the
President and ratified by the Board of Directors.
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AMENDMENTS
SECTION 1: These
Constitution and By-Laws may be amended only at an annual or
special meeting of the Association in the following manner:
(a)
A ballot will be mailed to all eligible voting members of
the Association not less than twenty days prior to the
meeting.
(b)
Eligible voting members may vote by ballot or in person at
the meeting. The mailed ballot will indicate their choice of
voting method.
(c)
A two thirds (2/3) vote of the ballots cast, either by mail
or in person, will be necessary to adopt the amendment(s).
SECTION 2: Any member
of the Association may propose amendments to the
Constitution and By-Laws as follows:
(a)
A request to have the amendments placed before the
membership must be signed by at least five (5) active
members and must be received by the Association Secretary at
least 60 days prior to the annual meeting.
(b)
The request must indicate the specific changes proposed.
Upon receipt of a proper
request, the Secretary will be responsible for having the
voting procedures implemented as set forth in Section 1.
SECTION 3: The Board of
Directors, by a majority vote, may propose amendments to the
Constitution and By-Laws in accordance with the procedures
outlined in Section 1.
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Revision History
7 14 00 draft
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