ARTICLES OF ASSOCIATION AND BYLAWS OF
THE SAN DIEGO FELLOW CALLIGRAPHERS
As Amended February 2014
Article I
Name
Section 1.01The name of this organization shall be SAN DIEGO FELLOW CALLIGRAPHERS (herein called the “Guild”.)
Article II
Purpose
Section 2.01SAN DIEGO FELLOW CALLIGRAPHERS is a non-profit organization dedicated to calligraphy and related arts.The Guild shall include beginners, professional artists, and all levels in between. The Purpose of the Guild is to share a love of letters through education and inspiration.
Section 2.02The Guild is organized exclusively for educational purposes, and qualifies as exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code.
Article III
Registered Office
Section 3.01The registered office of this Guild shall be: Post Office Box 500911, San DiegoCA92150-0911. This location may be changed at the discretion of the Board of Directors.
Article IV
Membership
Section 4.01Membership shall be open to all individuals who are interested in supporting calligraphy and the related arts.
Section 4.02There shall be three classes of membership as follows:
(a) A regular member is a person who supports the objectives of the Guild and has paid his/her current membership dues. Categories of regular membership are:
i.)Patron ($100 or more)
ii)Supporting ($60 or more)
iii)Individual
iv)Student (full time)
(b) A Co-Founding member is a person who was a member of the Guild before 1978.
(c) An Honorary Lifetime Member is a person elected by the Board who has made a significant contribution toward the mission of the Guild.
Section 4.03Each regular member shall be required to pay dues in such amount as may be prescribed by the Board of Directors from time to time, and which shall be due and payable on July 1 of each year.
Section 4.04A member in good standing is entitled to access the online membership directory.
Section 4.05Membership may be terminated upon failure of a member to pay the annual dues within three months of the date of renewal.
Section 4.06No member of the Guild now or hereafter elected shall be personally liable to its creditors for any indebtedness, obligation or liability, and any and all creditors shall look only to the assets of the Guild for payment thereof.
Article V
Officers
Section 5.01All officers must be members in good standing.
Section 5.02The officers of the Guild shall be: President, Vice President, Secretary, and Treasurer. The Board of Directors, if needed to share the duties, may appoint an assistant Secretary and assistant Treasurer.
Section 5.03The term of office shall be for two years. Terms of the officers shall be staggered so one-half of the Board shall be elected each year.
Section 5.04A nominating committee of no fewer than three members shall be appointed by the President in February of each year.
Section 5.05Elections shall be held at the annual meeting in June following the presentation of the slate at the May general meeting.
Section 5.06Newly electedofficers shall assume duties in July of each year.
Section 5.07President
The President shall preside at all meetings of the Board of Directors and at all membership meetings. He/She shall enforce a strict observance of all rules of the Guild, receive reports of the committees, act as general executive and be an ex-officio member of all committees except the nominating committee.
Vice President
The Vice President shall assist the President as requested, and in the absence of the President discharge the duties of the President. He/She shall act as the Monthly Program Chairperson, in coordination with the Workshop Chairperson. He/she shall procure the meeting site, hold a copy of the room key, and set up and take down the room. He/She shall hold the post office box key and collect the mail.
Secretary
The Secretary shall keep a permanent record of all meetings of the Board of Directors. He/She shall furnish copies to the Board of Directors. He/She shall handle all correspondence of the Guild.
Treasurer
The Treasurer-elect shall be subject to a credit check before assuming the office. The Treasurer shall keep records of all funds received and disbursed, prepare and present month-end and year-end reports to the Board of Directors, prepare and file all required Federal and State tax returns, and maintain documents relating to the 501 (c) (3) status of the Guild. The Treasurer shall deposit all moneys and other valuables in the name and to the credit of the Guild with such depositaries as may be designated by the Board. The fiscal records shall be audited at the end of each fiscal year, and/or any other time deemed appropriate, as directed by the President and the Board. All monies and expenditures over $200 shall be channeled through the Board and Treasurer for their approval before any disbursement occurs. The books of account shall be at all times open to inspection by any member of the Board. Financial instruments shall have two board members listed as signatories, but only one signature shall be required per transaction.
Article VI
Chairpersons and Supporting Volunteers
Section 6.01All Chairpersons must be members in good standing.
Section 6.02The following Chairpersons shall be elected by the membership with the approval of the Board of Directors. Assistants, if needed to share the duties, may be appointed by the Chairpersons.
Workshop Chairperson
The Workshop Chairperson shall be responsible for all arrangements for workshops and lectures i.e., obtaining the instructor, arranging the date, time and place, and coordinating housing and transportation. Such workshops and lectures must meet with the approval of the Board of Directors. He/She shall work with the selected instructors to obtain a signed contract. He/She shall prepare the flyers, in the form of a packet, to be distributed to the Guild membership and affiliates at the June meeting. He/She shall collect the fees for the workshop and hold same for the Treasurer. He/She shall be responsible to inform the Treasurer to pay the instructor for the lecture and the workshop.
Membership Chairperson
The Membership Chairperson shall collect dues from members and hold same for the Treasurer, keeping a record of members and distributing timely membership information. He/She shall keep an up-to-date membership roster and provide mailing labels as needed.
Publicity Chairperson
The Publicity Chairperson shall disseminate all publicity notices to the various media relative to the activities and meetings of the Guild. He/she shall act as liaison between the Board and the Supporting Volunteers.
Supporting Volunteers shall be appointed, approved and governed by the Board of Directors for the following positions:
Website
Email Ring
Librarian
Exhibits
Historian
Article VII
Board of Directors
Section 7.01The Board of Directors shall consist of officers and chairpersons. In the event that a board position is vacant, the remaining board members shall delegate those responsibilities.
Article VIII
General Meetings
Section 8.01Meetings shall be held in the second week of each month, September through June, at a time and place agreed upon by the Board of Directors.
Section 8.02The meeting place and date may, on occasion, be changed at the discretion of the Board. Time and place will always be announced to the general membership in advance.
Article IX
Workshops
Section 9.01Workshops are to be offered at the discretion of the Board.
Section 9.02Workshop leaders and instructors will be paid a fee agreed upon by the Board of Directors. A contract shall be signed in writing in advance.
Article X
Amendments
Section 10.01The bylaws may be revised or amended at a general or special meeting of the Guild by a two-thirds vote of all members present.
Section 10.02No part of the net earnings of the Guild shall inure to the benefit of, or be distributable to its members, trustees, officers or other private persons, except that the Guild shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of the Guild shall promote any particular religion, or the carrying on of propaganda, or attempt to influence legislation, and the Guild shall not participate in, or intervene in any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the Guild shall not carryon any other activities not permitted to be carried on (a) by an organization exempt for federal income tax under section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code or corresponding section of any future tax code.
Article XI
Final Disposition
Section 11.01Notice of intention to dissolve must be mailed to all members at least two weeks prior to the meeting at which the vote is to be held.
Section 11.02Upon the dissolution of the Guild, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the Guild is then located, exclusively for such purposes or to such organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
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