Article I – Name
The name of this organization shall be the “West Michigan Potters Guild” (“WMPG” or “the Guild”). The Guild is incorporated in the State of Michigan as a nonprofit corporation because it is organized on a membership, as opposed to stock-issued, basis. Consequently, the members have no ownership interest in any assets of the corporation. If the Guild ceases to do business, all assets are to be contributed to a like organization. However, incorporation as a non-profit in Michigan does not make the Guild a tax-deductible entity.
Article II – Objectives
A. Aims
1. To provide a stimulating and inspirational discussion of problems, interests, and successes – all toward the goal of mutual improvement of ceramic skills.
2. To arouse interest and acquaint the general public with standards, ethics, and appreciation of ceramic art.
3. To work for the improvement of standards in all areas where ceramic art is involved.
B. Means
1. Guild meetings
2. Discussions, lectures, seminars, and workshops
3. Group exhibitions
Article III – Governing Body
A. Governing Board
1. The Governing Board of the organization shall consist of the elected officers and those additional members appointed to the Board by the Officers (including the immediate past president, the immediate past vice president, the Spring and Fall Show Chairpersons, the New Membership Chairperson, the Newsletter Publisher, the Website Manager, and the Social Media Director).
2. The retiring president and vice-president shall serve on the board for one additional year (beyond their regular terms) in advisory capacities.
3. A minimum of ten persons will make up the Board.
4. The Governing Board shall have general supervision over the affairs of the Guild between meetings. It is subject to the orders of the Guild membership, and none of its acts shall conflict with the orders of the Guild.
B. Officers
1. Officers are: President, Vice President/Program Chairperson, Secretary, and Treasurer.
2. All officers will assume the duties of their office as set down in these By-Laws.
3. All officers will continue in office for one two-year term.
4. Officers must not serve again for a minimum of one year before being considered for re-election to any Officer position;
5. In a situation where there are no potential nominees willing to serve; the Board may waive the requirement that an officer may not serve again for a minimum of one year found in subsection (4) above.
6. Two or more Officers may agree to authorize the expenditure of Guild funds not exceeding $100.00 so long as such expenditure furthers Guild purposes. Records of receipts or invoices relating to any such expenditure must be provided to the Treasurer.
C. Duties of the Officers and other Appointed Positions; Annual Reports
1. President
a. To call meetings of the Governing Board.
b. To correlate the activities of the Governing Board.
c. To preside at general and business meetings.
d. To appoint committees as necessary.
e. To arrange for the place, time and date of the general meetings.
f. To give information about meetings to the secretary.
2. Vice-President/Program Chairperson
a. To attend meetings.
b. To organize the program of general meetings.
c. To provide a projected program schedule.
d. To stand in for other board members in their absence.
e. To vote to break a tie vote at an officer election.
3. Secretary
a. To attend meetings.
b. To keep and file all meeting minutes, including general meetings and board meetings. These records shall be delivered by each Secretary to their successor.
c. To keep and file all notices from general meetings.
d. To have available the minutes of the previous meetings and proposals of the Board and General meetings.
e. To keep a copy of these By-Laws available at all meetings.
f. To work with the Newsletter Publisher to assure newsletters are created and distributed so that members have notice ten days in advance of each meeting.
4. Treasurer
a. To receive and disburse funds and keep adequate financial records. The Treasurer shall retain records of (a) receipts and invoices related to transactions involving bank accounts controlled by the Guild, contracts requiring periodic payments and (b) Guild tax filings.
b. To renew legal organizational papers annually or otherwise as needed.
c. To make the Treasurer’s books available, at the end of each fiscal year, for review by a financial committee appointed at discretion of the President.
d. To present a proposed budget for the coming year.
e. To provide a quarterly financial statement for publication in the newsletter.
f. To coordinate with accountant(s) to prepare any Guild tax filings necessary. These records shall be delivered by each Treasurer to their successor.
5. New Membership Chairperson is a non-elected position to be appointed by the President when there is a vacancy of the position. Responsibilities of this position are:
a. Promptly respond to new membership inquires;
b. Receive new member and renewing member applications;
c. Assure that new members are enrolled and their information is added to distribution lists and the membership roster, and that the webmaster is notified of the current membership.
d. Welcome new members by mailing them the New Member Welcome packet.
e. To keep an up-to-date list of members for mailings and other purposes.
6. Newsletter Publisher is a non-elected position appointed by the President when there is a vacancy in the position. Responsibilities of this position are to compile, edit and distribute the WMPG newsletter. The newsletter shall be mailed early in the month to notify members at least ten days in advance of upcoming meetings.
The newsletter shall contain:
a. Calendar of meetings and upcoming events.
b. Quarterly financial statements and any special financial statements.
c. Minutes of meetings.
d. Proposals for consideration prior to a vote of the general membership.
e. Updated membership list, published annually in September.
f. Other general information of interest to the membership.
7. Website Manageris a non-elected position appointed by the President when there is a vacancy in the position. Responsibilities of this position are:
a. Keep the Guild’s website current with the website host, including paying related fees and responding to requests from the website host.
b. Add any necessary pages to the Guild’s website.
c. Periodically update the appearance of the Guild’s website.
d. Add new members to the Guild’s website.
e. Update existing members’ information on the Guild’s website.
f. Update information on the Guild’s website, including Guild-sponsored shows, workshops, meetings, and other Guild-related events and activities.
8. Social Media Director is a non-elected position appointed by the President when there is a vacancy in the position. Responsibilities of this position are:
a. Maintain accurate records of login credentials for any social media accounts operated by the Guild.
b. Update any social media accounts operated by the Guild with information and posts related to the Guild’s Aims and Means (as those terms are defined in Article II herein) and members.
9. Annual Report
a. Written exit reports shall be made by the officers and placed on permanent file by the secretary.
b. These reports shall be available to the incoming officers.
c. Following each show, a written summary with proposals for recommended changes, must be prepared by the show chairs and distributed by the time of the next regular meeting following each show.
Article IV – Membership
A. Membership is open to all persons interested in the aims of the organization.
B. Memberships shall be: “Individual”, “Studio”, and “Newsletter Only”
1. “Individual” membership is defined as one person;
2. “Studio” membership is defined in Subsection (C) herein.
3. “Newsletter Only” membership is defined as one person who is on the mailing list to receive the monthly newsletter.
C. “Studio” Membership is defined as a membership held by the designated “owner” of a space where multiple artists work with clay, either separately or communally.
1. Studio Membership shall include:
a. One (1) membership vote at West Michigan Potters Guild membership meetings;
b. Eligibility to apply for one (1) booth space at Guild-sponsored shows;
c. One (1) participant space at Guild-sponsored meetings, workshops, and events, subject to any application requirements or as otherwise designated by the Board;
d. One (1) Guild newsletter distribution; delivered to the studio’s owner.
2. Individual artists working within the studio do not receive separate guild memberships or individual benefits under this category unless they choose to join the guild independently.
3.The designated studio “owner” is presumed to be the recipient of these benefits but may transfer them to any member of their studio which holds the WMPG membership. For example, the studio owner may apply for a booth at a show to be shared by members of their studio. Or the owner may transfer the right to apply for a booth to an individual member of their studio.
D. A “current” member has paid their full membership dues on or before July 31st.
E. A “new” member has paid their full membership dues after July 31st.
Article V – Dues
A. The membership year (and the Guild’s fiscal year) runs from June 1st to May 31st of the following calendar year.
B. Membership dues are payable on June 1st. Each member is responsible for the timely payment of dues. It is each member’s responsibility to keep their membership active.
C. Amount of dues shall be established by a majority vote of the membership at the annual May business meeting. Any proposal to change the dues structure or amount shall be published in the newsletter before the business meeting to facilitate absentee voting by members unable to attend the meeting in person.
D. Dues for members joining after December 1st shall be one-half of the annual dues.
E. Membership shall be considered lapsed if dues for the current membership year are not received by the treasurer on or before July 31st. Lapse of membership will result in the member being dropped from the Guild’s distribution and membership list and deletion of any contact information and images published on the Guild’s website. A member may reinstate a lapsed membership at any time by remitting full payment of annual dues to the Treasurer.
Article VI – Meetings
A. General Meetings
1. All general meetings shall be called by the President with advanced notification sent to all members a minimum of ten days prior to the meeting.
2. The maximum number of meetings shall be at the discretion of the acting officers of the group.
B. Annual Meeting. The annual meeting shall be held in May of each year.
Article VII – Quorums
A. General Meetings. A quorum for a general meeting shall be 10% of the membership.
B. Board Meetings. A quorum for a board meeting shall be 50% of the board.
Article VIII – Amendments
These By-Laws may be amended at any general meeting. The proposed amendments must be submitted in writing at a previous meeting or distributed by the President to the membership ten days or more before the vote. An affirmative vote by 20% of the Guild’s membership is necessary to ratify a proposed amendment.
Article IX – Elections
A. Nomination and election of officers shall be made in the following manner. A nomination committee of three, including an Election Chairperson, shall be appointed by the President. The nomination committee will have its first meeting in March, prior to the May annual meeting. The nomination committee may ask for nominee volunteers from the membership in person, over the phone, or electronically. The nomination committee must secure consent of all nominees prior to distributing the slate to the members ten days prior to the annual meeting. Nominations from the floor shall be accepted, provided the consent of the nominee has first been obtained.
B. Elections of vice president and treasurer for a two-year term will be made in odd fiscal years and elections of president and secretary for a two-year term in even fiscal years.
Article X – Shows and Events
A. Each Guild event will be self-funding; that is, the workshop fees will fund the workshop, spring show fees will fund spring show, etc. If any Guild event has a budget shortage, the Governing Board may allocate other organizational funds to such event on an affirmative simple majority vote of a quorum of the Governing Board.
B. Show Chairperson is a non-elected position to be appointed by the President when there is a vacancy of the position. Responsibilities of this position include:
1. Publish application and rules for shows, show committees and dates.
2. Accept applications and inform people, in a timely manner, that their applications have been received.
3. Verify membership status with Officers.
4. Assign participants to committees. Note: Participants can volunteer for committee positions.
5. Appoint show committee leaders.
6. Coordinate payments with the Treasurer and maintain records of receipts and invoices related to the show.
7. Set booth fees.
8. Assign responsibilities to ensure that all needed activities and preparations are completed.
9. The Show Chairperson’s booth fee for the show they are chairing is waived.
C. Preference of Applications for Entry in Guild-Sponsored Shows
1. A current member’s application for a Guild-sponsored show shall be given preference if such current member serves the Guild in one or more of the following ways in the calendar year preceding the Guild-sponsored show.
a. Acting as an Officer, Board Member (as defined herein), non-show committee chair, Show Chairperson, Website Manager, Social Media Director, or historian.
b. Attending at least two WMPG meetings, demonstrations, field trips or other organized activity (or any combination thereof) of the Guild AND spending at least four hours working to further the Guild’s goals, as determined in the sole discretion of the President (or Show Chairperson designated by the President). It is incumbent on each member who believes they have performed services for the Guild to provide details about the services they believe satisfy the requirements of this subsection to the President (or Show Chairperson designated by the President) sufficiently in advance of the show. The Show Chairperson is responsible for determining who is entitled to preference for admission to the show. Any appeals of a preference determination by the Show Chairperson may be brought to the President.
2. Officers and Show Chairpersons have the highest priority for Guild-sponsored show entry.
3. Service on any show committee shall not be considered for preference under this Section (C).
4. In order to effectuate this provision, the Guild will commit to the following:
a. There shall be at least two remote meetings conducted by video conferencing per year to encourage greater attendance by the membership;
b. There shall be a member attendance record for each meeting or other qualifying event. The Officers shall keep track of each member’s attendance at any qualifying event and may, at the mid-year mark, remind all members of the service and attendance requirements to obtain show preference.
Article XI – Execution of Instruments
A. The Governing Board shall be empowered to establish and utilize any necessary bank accounts.
B. Any withdrawals on these accounts shall be required to carry the signature of the President or Treasurer. The two officers must communicate, be aware of the amount, and be in agreement about the withdrawal prior to applying the signature.
Article XII – Proper Dissolution Clause
A. No Dividend shall be declared or paid to any member of the guild nor shall any member upon dissolution of the guild for any reason be entitled to receive a distribution or any share of the assets then owned or held by the guild.
B. It is expressly understood that the guild is not formed for profit and does not contemplate monetary gain, profit, or dividends for its members.
C. The guild shall be operated exclusively for charitable and educational purposes and no part of its activities shall attempt to influence legislation.
D. Upon liquidation, dissolution, or abandonment of the guild, all assets of the guild shall be distributed to such organization or organizations as determined by the board of directors which are then tax exempt under section 501(c)(3) of the 1954 Internal Revenue Code, as amended, or the corresponding provisions of any future United States Internal Revenue Law.