ARTICLE I — OFFICERS
Section 1 - The elected officers shall be the President, Vice President, Treasurer and Secretary. These officers shall be elected by the Board at its first regular meeting held after the Annual Meeting and shall serve for a term of one year or until successors are elected. Any member in good standing is eligible for elective office. Any person may hold more than one elective office.
Section 2 - The Board may appoint subordinate officers (including assistant secretaries and assistant treasurers), agents or employees, each of whom shall hold office for such period and have such powers and duties as the Board determines. The Board may delegate to any elected officer or to any committee the power to appoint and define the powers and duties of any subordinate officers, agents or employees.
Section 3 - Any officer may resign at any time. Any officer elected or appointed by the Board or appointed by an elected officer or by a committee may be removed by the Board either with or without cause.
Section 4 - A vacancy in any elected office may be filled by the Board by a majority vote at any meeting of the Board.
ARTICLE II — DUTIES OF OFFICERS
Section 1 - The President shall preside at all Board and membership meetings, shall appoint committees and chairpersons thereof (except for committees and chairpersons thereof elected by the Board), and shall be an ex-officio member of all committees.1
Section 2 - The Vice President shall, in the absence of the President, or at the request of the President, perform the duties of the President.
Section 3 - The Treasurer shall receive and take charge of all funds and securities of WICA and pay all bills. The Treasurer shall collect all dues and keep a record of the standing of all members according to the payment of dues.
Section 4 - The Secretary shall record and be custodian of the minutes of the meetings and generally perform such duties as pertain to the office. The Secretary shall maintain the Record Copy of the WICA Certificate of Incorporation and By-Laws, which shall be available at all meetings of WICA. The Secretary shall conduct correspondence pertinent to WICA, generally at the direction of the President.
ARTICLE III — BOARD OF DIRECTORS
Section 1 - There shall be a Board of Directors of thirteen members, one of whom shall be the President, who shall serve ex officio on the Board as a voting member thereof, and at least one of whom shall be an Editor of White Ironstone Notes. Directors may also serve as officers of WICA.
Section 2 - Directors (other than the President, the initial directors designated in the Certificate of Incorporation and any director elected to fill a vacancy pursuant to Section 11 below), shall be elected by a plurality of the members voting in person or by valid proxy at the Annual Meeting; provided, however, that an Editor of White Ironstone Notes shall be elected by the Board at its last regular meeting before the Annual Meeting to serve ex officio a three-year term as a director, commencing at the Annual Meeting, unless another Editor whose term does not expire at the Annual Meeting is already serving on the Board.2
Section 3 - Any Editors of White Ironstone Notes serving as directors, whether or not elected ex officio, shall be voting member(s) of the Board, except that such Editor(s) shall not vote on any matter concerning any Editor’s compensation.2
Section 4 - The initial directors designated in the Certificate of Incorporation shall serve for the respective terms specified in such Certificate. Thereafter (aside from the President), all directors shall be elected to serve three-year terms, with four directors (including any Editor of White Ironstone Notes elected by the Board pursuant to Section 2 above) to be elected each year.2
Section 5 - The Board shall:
(a) provide direction on policy;
(b) review and make recommendations on referred items, including proposed amendments to the Certificate of Incorporation or By-Laws;
(c) appoint the Editor of the White Ironstone Notes (Article VIII), such appointment to be for an indefinite period and subject to termination by Board action;
(d) advise on planning and accomplishing the year’s activities;
(e) take any action respecting the affairs and operations of WICA as it may deem advisable, provided that such action is not one reserved exclusively for membership decision by WICA’s Certificate of Incorporation or By-Laws, or by prior action duly taken at a membership meeting, or by applicable law;
(f) adopt Protocols to set forth the duties and procedures applicable to WICA directors, officers, committees and other WICA functions or responsibilities;
Section 6 - Except for action to fill a vacancy as provided in Section 11 below, seven directors shall constitute a quorum for the transaction of business at any meeting. Action of the Board shall be authorized by the vote of a majority of the directors present at the time of the vote if there is a quorum, unless otherwise provided by law or these by-laws. In the absence of a quorum, a majority of the directors present may adjourn any meeting from time to time until a quorum is present.1
- Meetings of the Board may be held
in or outside
Section 8 - Regular meetings of the Board may be held at such times and places as the Board determines. If the day fixed for a regular meeting is a legal holiday, the meeting shall be held on the next business day.
Section 9 - Special meetings of the Board may be called by the President or by any two directors.
Section 10 - Notice of the time and place of each special and regular meeting of the Board shall be given to each director by mailing it to the director’s residence or usual place of business at least three days before the meeting, or by delivering or telephoning or telegraphing it to the director at least two days before the meeting. Notice need not be given to any director who submits a signed waiver of notice before or after the meeting or who attends the meeting without protesting the lack of notice, either before the meeting or when it begins. Notice of any adjourned meeting need not be given, other than by announcement at the meeting at which the adjournment is taken.
Section 11 - Any director may resign at any time. Any or all of the directors may be removed at any time for cause by the Board.
Section 12 - Any vacancy in the Board, including one created by an increase in the number of directors or by the election of a director as President, may be filled for the unexpired term by a majority vote of the remaining directors, though less than a quorum.
Section 13 - Directors shall receive no compensation, but in the discretion of the Board may receive reimbursement of their reasonable expenses in connection with the performance of their duties. A director may be paid for serving the corporation in other capacities.
Section 14 - Any action required or permitted to be taken by the Board or by any committee of the Board may be taken without a meeting if all of the members of the Board or the committee consent in writing to the adoption of the resolution authorizing the action. The resolution and the written consents by the members of the Board or the committee shall be filed with the Minutes of the Board or of the committee.
Section 15 - Any or all members of the Board or of any committee of the Board may participate in a meeting of the Board or of the committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at the meeting.
Section 16 - The Board, by resolution adopted by a majority of the entire Board, may designate an Executive Committee of three or more directors which shall have all the authority of the Board, except as otherwise provided in the resolution or by law, and which shall serve at the pleasure of the Board. All actions of the Executive Committee shall be reported to the Board at its next meeting. The Board shall adopt a Protocol to set forth rules of procedure for the Executive Committee.1
Section 17 - The Board, by resolution adopted by a majority of the entire Board, may designate other committees, to serve at the Board’s pleasure, with such powers and duties as the Board determines, which committees may be designated as i) Board Committees, all of the members of which shall be directors, ii) Standing Committees, which may have director and non-director members, or iii) Special Committees, which may also have director and non-director members and which shall serve for a limited term to consider a specified issue.
ARTICLE IV — MEMBERSHIP; DUES
Section 1 - Any person having an interest in white ironstone china is eligible for membership.
Section 2 - Annual dues, payable only in U.S. dollars, shall be $40.00 per household. Dues are payable on the first day of June. Membership is dropped if dues are not remitted by the first day of August.
Section 4 - The Board, or the membership at the Annual Meeting, may confer honorary membership, exempt from the payment of dues, upon any individual.
ARTICLE V — ANNUAL MEETING
The Annual Meeting will be held once in each fiscal year at a time established at the preceding Annual Meeting or as subsequently determined by the Board. A quorum, defined as the lesser of 100 members or 10% of the current membership present in person or by valid proxy, is required for any official action. Details of the time, place and program will be announced to the membership as soon as practicable prior to the Meeting.
ARTICLE VI — ANNUAL AUDIT
The Annual Audit shall be an examination of Treasurer’s financial records covering the fiscal year just completed. The WICA fiscal year is the 12-month period from June 1 through May 31. All monies received and disbursed and beginning and end statements of each account shall be verified. The Audit report may be prepared by an Audit Committee appointed by the Board or by a recognized accounting firm.
ARTICLE VII — NEWSLETTER
A newsletter, to be titled White Ironstone Notes, will be published and mailed by the Editor to each member with such frequency as the Editor and Board deem feasible. Costs involved will be covered by WICA.
ARTICLE VIII — PARLIAMENTARY AUTHORITY
The rules contained in Robert’s Rules of Order shall govern WICA in all cases to which they are applicable and in which they are not inconsistent with the By-Laws.
ARTICLE IX — AMENDMENT
Section 1 - The By-Laws may be amended by a majority vote of the members voting in person or by valid proxy at the Annual Meeting, providing:
(a) such proposed amendment, if initiated other than by the President, is submitted in writing to the President at least three (3) months prior to the Annual Meeting, and thereafter, not later than 30 days before the Annual Meeting, is reviewed by the Board for its recommendations as to form and substance; and
(b) The proposed amendment, together with any recommendations by the Board is presented to the membership in writing not less than 30 days prior to the Annual Meeting.
Section 2 - The By-Laws may also be amended by the Board.
Note: The foregoing By-Laws were adopted by the Board of Directors at its organizational meeting held on April 23, 1994, pursuant to Section 405 of the Not-For-Profit Corporation Law. Sections thereafter amended or added are identified in the footnotes.
* As amended through November 9, 2002.
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