THE ASSOCIATION OF TRADITIONAL HOOKING ARTISTS BYLAWS AS AMENDED AND REVISED
RATIFIED BY THE GENERAL MEMBERSHIP
October 25, 2013 Biennial Long Beach, California
Article I: Name and Objectives
Section 1. The name of this not-for-profit Association shall be The Association of Traditional Hooking Artists, hereinafter referred to as the “Association.”
Section 2. The objectives of this Association shall be to develop and promote interest in rug-hooking; to maintain high standards and encourage creativity in this art form; to provide the means for an exchange of ideas and information among the members of the Association and to promote educational activities to enhance the interest in and the quality of rug-hooking.
Section 3. As a not-for-profit Association, which is exempt under Section 501(c)(3) of the Internal Revenue Code, no part of the property, assets, or net income of the Association shall inure to the benefit of any officer, member, or other private person except that the Association shall be authorized to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the objectives set forth in Article I, Section 2 of these Bylaws.
Section 4. The fiscal year of the Association shall be from January 1 of one year to December 31 in the same year.
Section 5. Should dissolution of the Association become necessary, the Association shall be dissolved after paying or adequately providing for the payment of its liabilities. The remaining assets of the Association shall be distributed to one or more domestic or foreign organizations engaged in activities substantially similar to those of the Association.
Article II: Membership
Section 1. Membership in the Association shall consist of Members, Lifetime Members and Honorary Members.
Section 2. Member status shall be granted to an applicant who pays an annual membership fee. Members in good standing shall have the right to vote and to hold office in the Association. Membership in the Association shall cease if a member ceases to pay the annual membership fee. All ATHA Chapters shall require individual membership in both ATHA International and the local chapter. This is to take effect October 1, 2013.
Section 3. An Honorary Member shall be an individual elected to this honor by the Association members. At the time of election, a candidate shall not belong to ATHA. An Honorary Member should be an individual who has contributed significantly to ATHA, or to the art of traditional rug hooking. Nominations shall be presented in writing to the Board and may be proposed by one or more Association members. Upon endorsement by a two-thirds vote of the Board, the nomination shall be submitted by the Board to the members for election at the Biennial Meeting. The Honorary Membership will be bestowed by a two-thirds vote of the members present. The total number of Honorary Members and the number who may be elected in any one year shall be determined by the Board.
Section 4. A Lifetime Membership shall be given to all past Presidents. A Lifetime Membership may be given to an ATHA member who has contributed outstanding service to the organization. Nominations shall be presented in writing to the Board and may be proposed by one or more Association members. Upon endorsement by a two-thirds vote of the Board, the nomination shall be submitted by the Board to the members for election at the Biennial Meeting. The Lifetime Membership will be bestowed by a two-thirds vote of the members present. The total number of Lifetime Members and the number who may be elected in any one year shall be determined by the Board. A Lifetime Member shall have the right to receive the official newsletter free for life.
Article III: Board of Directors
Section 1. There shall be an Executive Board of Directors, herein referred to as the “Board,” that shall have power and authority to manage the Association’s property and to regulate and govern its affairs. The Board shall determine policies of the Association, and shall take such actions as it considers necessary to carry out the objectives of the Association.
Section 2. The Board shall consist of the elected officers of the Association: the President, the Vice-President, the Treasurer, the Secretary, the Communications Director, the Librarian, the Historian, and the Regional Coordinator.
Section 3. The term of office for the elected officers is two years, beginning at the end of the Biennial Meeting and ending at the end of the Biennial Meeting two years later, or until a successor is elected. Officers and Regional Representatives may not serve more than three terms in the same office. Two years must elapse before assuming the same office.
Section 4. The Board shall hold at least one meeting per year on such dates and at such places as shall be fixed by the Board and may hold special meetings upon the call of the President or upon written request of any three members of the Board. Meetings of the Board, except Executive Sessions, shall be open to members of the Association and by invitation of the President to nonmembers. A simple majority of members of the Board shall constitute a quorum. In the case of meetings conducted by telephone conference or by electronic means, the President must provide at least five days notice of the meeting to members of the Board.
Section 5. In the event that a vacancy occurs in the membership of the Board, other than in the case of the President, a replacement shall be elected by a majority vote of the remaining members of the Board to serve until a new member is elected by the membership of the Association.
Section 6. Executive Committee
- A. Composition. The Executive Committee shall be composed of the President, Vice President, Treasurer and Secretary of the Board of Directors.
- B. Meetings, Quorum and Action without Meeting
- 1. The Executive Committee shall meet as often as necessary by the call of the President.
- 2. Quorum. Three voting members of the Executive Committee shall constitute a Quorum.
- 3. Action when a meeting is not feasible or possible. The Executive Committee may act by conference call or other electronic means provided a majority of the Executive Committee is in agreement. Consent and all actions of the meeting must be reported to the full Board and included in the permanent records of ATHA.
- C. Duties
- 1. Assist the President in the exercise of executive responsibilities for the Board of Directors between meetings within approved policy and procedural limits and report all of its actions to the Board of Directors through the appropriate Executive Committee member.
- 2. Act for the Board of Directors in the disposition of cases concerning Officers/Directors.
Should an Officer/Director become inactive or ineffective in the Performance of his/her duties, he or she will be referred to the Executive Committee for a confidential review of his/her status. If the Officer/Director cannot fulfill the duties of the office, the Executive Committee will recommend that the individual submit his/her resignation. This only after confidential consultation with the remaining members of the Board of Directors, and requiring a two-thirds vote of this Body. The Position can then be filled according to Article III, Section 5 of these Bylaws.
Article IV: Officers
Section 1. The President shall be the chief executive officer of the Association and, subject to the Board, shall have general supervision and control over its affairs. As chief executive of ATHA, the President will direct all work of the ATHA officers and committees, interpret the Constitution and Bylaws and Policies and provide inspiration to all for continuing service to ATHA. He/She shall serve as Chair of the Board and shall preside at all meetings of the Association and the Board; and shall recommend to the Board such measures as are considered desirable to further the objectives and broaden the effectiveness of the Association. At the Biennial Meeting, the President shall report on the general state of the Association and shall present for information or consideration any matters of policy or program that the President or the Board desire to bring to the attention of the members. The President shall be a member ex officio, without vote, of all Association committees except the Nominating Committee. In the event of disability or withdrawal of the President, the Vice-President shall assume the title, and all duties and obligations of the President. It is necessary for the President to have access to appropriate information-sharing technology.
Section 2. The Vice-President shall perform the duties of the President when directed by and in the prolonged absence of the President. Prolonged absence is defined as more than 30 days. If the Vice-President cannot continue in these Pro-Tem duties or is incapacitated, the Board shall elect another Board Officer to be President Pro-Tem. The Vice-President shall serve as liaison between the President and the Biennial Meeting Chairperson. The Vice-President shall oversee the writing of the Biennial hotel contract with the host committee and shall sign the contract for ATHA, upon approval of the Board.
It is necessary for the Vice-President to have access to appropriate information-sharing technology.
Section 3. The Treasurer shall perform the usual duties of the office and those assigned by the Board, and at the Biennial Meeting report to the members on the financial status of the Association. The Treasurer shall also:
- 1. Receive all monies of the Association and deposit these monies in a timely manner to a bank account approved by the Board.
- 2. Keep a proper and legible record of finances of the Association.
- 3. Pay all bills and accounts approved by the Board in a timely manner.
- 4. Prepare financial statements for presentation at each Board meeting.
- 5. Submit a year-end statement, which consists of an itemized report of receipts and expenses for the past year, and send a copy to the Communications Director for inclusion in the newsletter. Such year-end statements shall be submitted no later than 30 days following the end of the fiscal year.
- 6. Have Treasurer’s accounts audited annually and submit IRS reports in a timely manner.
- 7. Prepare the budget for the upcoming year for approval by the Board at its annual meeting.
- 8. Advise the President of any donations received for the President’s acknowledgement.
- 9. Certify all ATHA chapters.
- 10. Provide non-profit status of all Chapters for annual IRS reporting and insure all Chapters are reporting their yearly E-postcard in a timely manner.
- 11. Find out and report any Chapter who has lost its non-profit status.
- 12. It is necessary for the Treasurer to have access to appropriate information-sharing technology.
Section 4. The Secretary shall perform the usual duties of the office and those assigned by the Board. The Secretary shall also:
- 1. Be responsible for incoming and outgoing correspondence.
- 2. Maintain the records and minutes of the Association and constituent committees in all activities, and ensure that the minutes are distributed to the appropriate body for discussion and approval in a timely manner.
- 3. Record all votes taken by the Board and members of the Association.
- 4. Prepare and distribute an Orientation Packet to all new Officers in the year they are elected, at the direction of the President.
- 5. It is necessary for the Secretary to have access to appropriate information-sharing technology.
Section 5. The Communications Director shall supervise and provide supportive assistance to the newsletter editor who will gather, edit and publish the material for the bimonthly newsletter. The Communications Director shall also:
- Keep the Board advised of all problems and procedures of the newsletter.
- 2. Submit a report for the annual Board meeting, including a proposed budget for the subsequent year.
- 3. Work closely with the Treasurer to keep the newsletter within a planned budget.
- 4. Oversee the development of ATHA publications.
- 5. Be responsible to make sure the Editorial Board submits newsletter articles as well as follow-up with Board members for Education column materials.
- 6. Direct correspondence from ATHA members to the appropriate person designated to handle each inquiry.
- 7. Provide insurance coverage per the ATHA insurance program as and where needed in a timely manner.
- 8. It is necessary for the Communications Director to have access to appropriate information sharing technology.
Section 6. The Librarian shall be responsible for soliciting new materials, lending materials to members and maintaining a list of available materials; submitting said list to the newsletter editor for annual publication and submitting a report for the annual Board meeting, including a proposed budget for the subsequent year.
It is necessary that the Librarian have access to appropriate information-sharing technology.
Section 7. The Historian shall keep past records of the Association; ensure that the archives are maintained in good order and according to the retention schedule established by the Board. He/She is to submit a report for the annual Board meeting, including a proposed budget for the subsequent year.
It is necessary that the Historian have access to appropriate information-sharing technology.
Section 8. The Regional Coordinator shall represent the interests of members of the regions at the meetings of the Board and shall:
- Be responsible for dissemination of information to all Regional Representatives and inform them of their duties and responsibilities to members of their region.
- 2. Assist in forming new chapters by giving information, guidelines, and hand-on assistance. Assist with the recruitment of new members.
- 3. Submit a report for the annual Board meeting, including all relevant chapter information as outlined in the Policy Manual.
- 4. Accurately record all Chapters after they have been certified.
- 5. It is necessary that the Regional Coordinator have access to appropriate information-sharing technology.
Section 9. If an elected officer fails to attend two consecutive meetings or three out of any five consecutive meetings of the Board during the term to which he/she is elected, a majority of the Board members present at the meeting where this limit is reached may declare the position vacant. The Board must act to fill the vacancy according to Article III, Section 5 of these Bylaws.
Article V: The Council
Section 1. There shall be an Executive Council, composed of members appointed by the President. The Board and the President will assign the duties of this Council. Meetings of the Council shall be held at the direction of the President.
Article VI: Association Meetings
Section 1. A meeting of the members shall be held biennially at such time and place as the Board determines. A National Exhibit composed of all rug hooking art forms shall be held in conjunction with the Biennial Meeting. The Board, from applications received by a specified date, will select an ATHA Region which is to serve as host for the Biennial meeting.
Section 2. A meeting of the Board shall be held at least once per year on such dates and at such places as shall be fixed by the Board.
Section 3. The Board may call special business meetings. Notice of a Special Business Meeting shall specify the business to be transacted, and no business other than that stated in the notice shall be considered.
Section 4. Notices of meetings in writing, or printed in the official newsletter, shall be sent to each voting member at least 30 days before all Association meetings.
Section 5. When not in conflict with these Bylaws, Robert’s Rules of Order Revised (latest edition) shall govern all deliberations. The Board may adopt other rules for its own governance, as it considers necessary.
Section 6. Whenever, in the judgment of the Board, a question arises that should be put to a vote of the entire membership and cannot wait until the Biennial Meeting, the Board may submit the question for vote by mail unless otherwise required in these Bylaws. The Board shall establish the closing date for the return of mail votes. The question presented shall be resolved by a two-thirds vote of the returned mail ballots, which have been sent to the entire membership.
Article VII: Committees
Section 1. The Board shall establish Standing Committees, Special Committees of the Association and Special Committees of the Board. These Committees shall be responsible to the Board, which will delegate such powers and functions to them as the Board finds desirable for the conduction of its business and for carrying out the objectives of the Association.
Section 2. The President shall appoint the members and designate the chairs of all Committees except the Nominating Committee, which shall be appointed by the Board. The Board shall also designate the Chairperson. Appointments to Standing Committees shall be made to provide continuity of membership. No member may serve on any one Committee in excess of four consecutive years.
Section 3. Each Committee shall submit to the Board a written annual report of its activities, which shall contain any recommendations considered necessary or advisable. The Board, or the President, may request additional reports be submitted.
Section 4. The Board shall authorize funds for Committee expenses
Article VIII: Nominations and Elections
Section 1. The Board shall appoint the Nominating Committee for election of Officers to the Board at least one year prior to the closing date established for the Committee’s report. This Committee shall be composed of five members, no one of whom shall be a member of the Board. The Board shall designate the Chairperson.
Section 2. The names of the Chairperson and members of the Nominating Committee and the Nominating Procedure shall be published in the February/March issue of the Newsletter following the Biennial Meeting.
Section 3. No member of the Nominating Committee may be a candidate for office in the year in which he/she serves on the Committee. No person may serve on a Nominating Committee more than once in a four-year period.
Section 4. The Nominating Procedure and the Nominating Form will be published again in the December/January Newsletter preceding the elections.
Section 5. Nominations for membership on the Board shall be presented as follows: the Nominating Committee shall present at least one, and preferably two or more, nominations for President of the Association, Vice-President, Treasurer, Secretary, Communications Director, Librarian, Historian and Regional Coordinator. The names of nominees and their written acceptances shall be presented to the Board by the Nominating Committee Chairperson no later than the annual business meeting of the Board and the nominees names shall be printed in a specified issue of the official newsletter. Further nominations, accompanied by written acceptance of the nominee, may be entered by petition of 25 voting members and shall be filed with the Nominating Committee at least four months prior to the Biennial Meeting.
Section 6. Election shall be by secret ballot mailed to each voting member at least six weeks prior to the Biennial Meeting. The candidate who receives the largest number of votes for an office shall be elected. In event of a tie, election shall be by a majority vote at the Biennial Meeting.
Section 7. A non-member Tellers Committee shall be recommended by the Nominating Committee and appointed by the President to count mail ballots and votes and report the election results.
Article IX: Dues and Fees
Section 1. Dues shall be payable annually.
Section 2. The Board shall determine dues for Association membership. Any changes will be announced in the newsletter.
Section 3. Membership shall cease when dues are thirty days in arrears.
Article X: Amendments
Section 1. The Board, the Bylaws Committee, or 25 voting members of the Association may propose amendments. Proposals originating in the Board or in the Bylaws Committee shall be approved by a two-thirds vote of the Board before submission to the members. Proposals originating by petition shall be submitted in writing to the Board and shall be presented to the members with the recommendations of the Board.
Section 2. Notice containing the text of any proposal shall be presented in the newsletter prior to the Biennial Meeting at which it is to be discussed.
Section 3. The Bylaws may be revised or amended at any Biennial
Meeting of the Association by a two-thirds vote of the membership