As part of our effort to become a 501(c)(3) we have updated the guild’s bylaws. These bylaws with amendments were approved at the January 2024 meeting.

BYLAWS GOVERNING
PORTLAND HANDWEAVERS GUILD

An Oregon Nonprofit Public Benefit Corporation
EIN: 93-0849876
Created, 1984
Revision History,
Earliest Copy Available, effective 2019
Revised, effective 2024

AMENDED AND RESTATED BYLAWS OF PORTLAND HANDWEAVERS GUILD, INC.

Section 1. Name

1.1. Name. The name by which this Corporation shall be known is Portland Handweavers Guild (“Corporation.”)

Section 2. Office

2.1. Registered Office and Registered Agent. The registered office for the transaction of the business of this Corporation shall be located in the state of Oregon. The board of directors may, at any time, change the location of the registered office within Oregon. The Corporation may also have offices at more than one place in Oregon.

Section 3. Purpose and Mission

3.1. Purpose. The Corporation is a not for profit entity organized exclusively for charitable, religious, educational, and scientific purposes. Subject to the limitations stated in the Articles of Incorporation, the purposes of this Coalition shall be to engage in any lawful activities, for which corporations may be organized under Chapter 65 of the Oregon Revised Statutes (or its corresponding future provisions) and Section 501(c)(3) of the Internal Revenue Code of 1954 (or its corresponding future provisions).

3.2. Mission. Specifically, the Corporation exists to:

3.2.1. Foster public interest in the art and craft of handweaving and related fiber arts;

3.2.2. Conduct programs, workshops and other educational events in handweaving and related fiber arts;

3.2.3. Demonstrate and exhibit the art and craft of handweaving and related fiber arts at public events and venues;

3.2.4. Develop and maintain resources for handweavers and other fiber related artists; and,

3.2.5. Encourage and develop opportunities to create, teach, exhibit, and study fiber arts.

Section 4. Non-Discrimination

4.1. Non-Discrimination. The Corporation does not and shall not discriminate on the basis of race, color, religion (creed), gender, gender expression, age, national origin (ancestry), disability, marital status, sexual orientation, or military status, in any of its activities or operations. These activities include, but are not limited to selection of volunteers and provision of services. The Corporation is committed to providing an inclusive and welcoming environment for all.

Section 5. Membership and Dues

5.1. Designation and Admission. Anyone interested in handweaving and related fiber arts may become a member upon payment of the annual dues. A person may not be admitted as a member without consent of the person, express or implied.

5.2. Membership Dues. The amount of dues shall be established by the board of directors. There shall be five categories of memberships.

5.2.1. Individual membership. Membership as an individual.

5.2.2. Family membership. Family membership is given to two or more persons in the same household.

5.2.3. Student membership. Student members must show proof of enrollment in an education institution.

5.2.4. Lifetime membership. Individuals who are 75 years old or older and who have been Corporation members for at least 10 of the previous 15 years may request a Lifetime membership.

5.2.5. Affiliate membership. A group of people from an ANWG member guild may join as affiliate members. Affiliate membership is offered to allow participation in guild sales events only, and does not confer other membership privileges to the group or its members.

5.3. Duration. A membership that commences in March or later remains a member for the fiscal year and the entire next fiscal year if they have never held a membership to the Corporation (“New Member”. )

5.4. Transfers. Memberships are non transferable and will terminate on the death, resignation, or removal of the member.

5.5. Annual Meetings. An annual meeting of members will be held on the second Thursday in June of each year at 7:00 p.m., unless a different date or time is fixed by the board of directors and stated in the notice of the meeting. The failure to hold an annual meeting on the stated date will not affect the validity of any corporate action. At the annual meeting, the president, and any other officer or person whom the president may designate, will report on the activities and financial condition of the corporation, and the members will consider and act on other matters that may be raised consistent with the notice requirements of these bylaws.

5.6. Special Meetings. A special meeting of members must be held (a) on the call of the board of directors or (b) if the holders of at least 10% of the voting power of the corporation sign, date, and deliver to the secretary one or more written demands for the meeting, describing the purpose or purposes for which it is to be held. Only matters within the purpose or purposes described in the meeting notice may be conducted at a special meeting of members.

5.7. Place of Meetings. Meetings of the members may be held at any place in or out of Oregon designated by the board of directors. If a meeting place is not designated by the board of directors, the meeting will be held at the corporation’s principal office.

5.8. Electronic Meetings. The members may permit any or all of the members to participate in an annual meeting or a special meeting, or may conduct the meeting, by telephone, by conference call or by any electronic means of communication by which all members participating may simultaneously hear each other during the meeting. A member participating in the meeting by this means is deemed to be present in person at the meeting.

5.9. Notice of Meetings. Notices of meetings shall be posted in the Corporation’s monthly newsletter delivered by electronic mail to the board and all members. Said newsletter will also be publically available on the Corporation’s website on or before the first day of the month.

5.10. Waiver of Notice. A member may, at any time, waive any notice required by these bylaws. Except as provided in the following sentence, any waiver must be in writing, be signed by the member entitled to the notice, specify the meeting for which the notice is waived, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records. A member’s attendance at or participation in a meeting, either in person or by proxy, waives any required notice to the member of the meeting unless the member, at the beginning of the meeting, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to any action taken at the meeting.

5.11. Record Date. The record date for determining members entitled to notice of any meeting of the members of the Corporation, to demand a special meeting, to vote or to take any lawful action, is thirty (30) business days prior to the delivery of the notice of the meeting, the first member signing the demand for a special meeting, the mailing of an action by consent or written ballot, or the adoption of a resolution by the board of directors for other such lawful action in respect of which the members are entitled to exercise rights. The Secretary of the Corporation shall prepare and make available a list of members entitled to vote at any meeting of members, in accordance with the provisions of the O.R.S. 65.224.

5.12. Quorum and Voting. A quorum of the members will consist of one-tenth of the membership for any action. If a quorum is present when a vote is taken, the affirmative vote of a majority of the votes represented and voting when the action is taken will be the act of the members except to the extent that the articles of incorporation, these bylaws, or applicable law requires the vote of a greater number of members.

Section 6. Board of Directors

6.1. General Powers. All corporate powers will be exercised by or under the authority of, and the affairs of the Corporation shall be managed under the direction of its board of directors.

6.2. Qualifications. All directors must be individuals who are 18 years of age or older. Directors need not be residents or citizens of Oregon or of the United States of America.

6.3. Number. The board of directors will consist of no fewer than 3 persons nor more than 13 persons.

6.4. Roles. The following, in addition to the corporate officers, shall constitute the Board of Directors:

6.4.1. The Communications Director chairs the committees responsible for the newsletter, website and Corporation social media presence.

6.4.2. The Community Involvement Director chairs the committees responsible for demonstrations and exhibits and coordinates Corporation’s involvement in community events.

6.4.3. The Education Director chairs the committees responsible for programs, workshops, grants, scholarships and study groups.

6.4.4. The Member Services Director chairs the committees responsible for member services including the Corporation library and Corporation equipment rentals.

6.4.5. The Membership Director maintains accurate membership records and acts as liaison between the Board and the Corporation membership.

6.4.6. The Organization Liaison Director is responsible for coordination between Corporation and representatives to other organizations, including ANWG and WeGO.

6.4.7. The Sales Director chairs the committees responsible for Corporation sales events.

6.4.8. The At-Large Director chairs ad-hoc committees as needed and shall provide the board with historical background and context of Corporation policies and practices.

6.4.9. Development Director. The Development Director chairs the committees responsible for handling donations to the guild, and develops and implements goals and plans for fundraising for the guild. (Proposed amendment to be voted on at December 14 meeting.)

6.5. Election and Tenure of Office. Directors will be elected at each annual meeting of the members. The term of each director will be one year. Directors may not serve more than five consecutive full terms. Despite the expiration of a director’s term, the director will continue to serve until the director’s successor is elected and qualifies, or until there is a decrease in the number of directors.

6.6. Vacancies. A vacancy in the board of directors will exist on the death, resignation, or removal of any director. A vacancy in the board of directors shall be filled by a majority vote of the remaining directors. A Director elected to fill a vacancy shall be appointed for the unexpired term of his or her predecessor in office.

6.7. Removal. Any director may be removed by affirmative vote of two-thirds (2/3) of the membership whenever in its judgment the best interests of the Corporation would be served, or by a majority vote of all directors, with or without cause, at a meeting of the board of directors.

6.8. Resignation. A director may resign at any time by delivering written notice to the president or the secretary. A resignation is effective when notice is provided unless the notice specifies a later effective date. Once delivered, a notice of resignation is irrevocable unless revocation is permitted by the board of directors.

6.9. Transition After Expiration of Term – Directors. Outgoing Directors shall meet with incoming Directors in order to turn over appropriate documents, records, and passwords before the September meeting to aid in transference of responsibilities.

6.10. Board of Director Meetings.

6.10.1. Call for Meetings. Board of director meetings shall be called by the President.

6.10.2. Regular Meetings. The Board shall meet as often as is necessary to conduct the business of the organization.

6.10.3. Annual Meeting. The annual meeting of the Corporation shall be held during the month of June for purposes of conducting the business of the Corporation including election of officers, presentation of financial statements, special committee reports (Bylaws), etc. Notice of such time and place shall be sent to voting members of the Corporation at least thirty (30) days prior.

6.10.4. Special Meetings. Special meetings of the board may be called by the President or at the request on one-third of the directors.

6.10.5. Notice of Regular or Special Meetings. Notice of any regular meeting of the Board shall be given at least ten days prior to the meeting. A meeting time, day and place shall be called by the President. Notice of meetings may be sent electronically (mail, telephone, facsimile, or email), and shall be posted on the website of the Corporation. Notice of special board meetings may be mailed or sent electronically to the board of directors at least 10 days prior to the special board meeting.

6.11. Telephonic or Videoconference Participation. The board of directors may permit any or all of the directors to participate in a regular or special meeting by, or to conduct the meeting through, the use of any means of communication by which either (a) all directors participating may simultaneously hear or read each other’s communications during the meeting or (b) all communications during the meeting are immediately transmitted to each participating director, and each participating director is able to immediately send messages to all other participating directors.

6.11.1. If a meeting is conducted through the use of a means described in Section 6.11, (a) all participating directors must be informed that a meeting is taking place at which official business may be transacted and (b) a director participating in the meeting by this means is deemed to be present in person at the meeting.

6.12. Action without a Meeting. Any action required to be taken at a meeting of directors or any other action which may be taken at a meeting of directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the directors, and copies of consenting emails shall be collected by the secretary and become a part of the written record. The action must be ratified by the board of directors at a regular meeting in order to become an official act.

6.13. Waiver of Notice. A director may at any time waive any notice required by these bylaws. Except as provided in the following sentence, any waiver must be in writing, must be signed by the director entitled to the notice, must specify the meeting for which the notice is waived, and must be filed with the minutes or the corporate records. A director’s attendance at or participation in a meeting waives any required notice to the director of the meeting unless the director, at the beginning of the meeting or promptly on the director’s arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to any action taken at the meeting.

6.14. Quorum. A majority of the directors then in office immediately before the meeting shall constitute a quorum for the transaction of business at any meeting of the board. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors except to the extent that the articles of incorporation, these bylaws, or applicable law requires the vote of a greater number of directors. A director is considered present regardless of whether the director votes or abstains from voting.

6.15. Voting. Each director is entitled to one vote regardless of the number of positions the director may hold on the board of directors or within the Corporation. At any meeting of the membership or board of directors, any director may vote by a written proxy. Such proxy must specifically identify the matter which is to be exercised. All proxies shall be in writing and filed with the Secretary.

6.16. Presumption of Assent. A director who is present at a meeting of the board of directors when corporate action is taken is deemed to have assented to the action taken unless:

6.16.1. At the beginning of the meeting or promptly on the director’s arrival, the director objects to holding the meeting or transacting the business at the meeting;

6.16.2. The director’s dissent or abstention from the action taken is entered in the minutes of the meeting; or

6.16.3. The director delivers written notice of dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.

6.17. Compensation and Reimbursement. No Officer or Director of the Corporation shall receive, directly or indirectly, any salary, compensation or emolument in his or her capacity as an Officer or Director. All Officers, Directors and members of the Corporation shall be entitled to reimbursement for reasonable expenses incurred in connection with service to the Corporation.

6.18. Director Conflict of Interest.

6.18.1. A conflict-of-interest transaction is a transaction with the corporation in which a director of the corporation has a direct or indirect conflict of interest.

6.18.2. For purposes of Section 6.18, a director of the corporation has an indirect interest in a transaction if (a) another entity in which the director has a material interest or in which the director is a general partner is a party to the transaction or (b) another entity of which the director is a director, officer, or trustee is a party to the transaction, and the transaction is or should be considered by the board of directors of the corporation.

6.18.3. A conflict-of-interest transaction is neither voidable nor the basis for imposing liability on the director if the transaction is fair to the corporation when it was entered into or is approved as provided in Section 6.18.4.

6.18.4. A transaction in which a director has a conflict of interest may be approved either (a) by the vote of the board of directors or a committee of the board of directors if the material facts of the transaction and the director’s interest are disclosed or known to the board of directors or committee of the board of directors or (b) by obtaining approval of (i) the Oregon Attorney General or (ii) an Oregon circuit court in an action in which the Attorney General is joined as party.

6.18.5. For purposes of clause (a) of Section 6.18.4, a conflict-of-interest transaction is authorized, approved, or ratified if it receives the affirmative vote of a majority of the directors on the board of directors or on the committee who have no direct or indirect interest in the transaction. A transaction may not be authorized, approved, or ratified under this section by a single director. If a majority of the directors who have no direct or indirect interest in the transaction votes to authorize, approve, or ratify the transaction, a quorum is present for the purpose of taking action under this section. The presence of, or a vote cast by, a director with a direct or indirect interest in the transaction does not affect the validity of any action taken under clause (a) of Section 6.18.4 if the transaction is otherwise approved as provided in Section 6.18.4.

Section 7. Committees

7.1. Creation. The board of directors may create one or more other committees. Members of these committees need not be members of the board of directors, but at least one director must serve on each such committee. These committees will have no power to act on behalf of, or to exercise the authority of, the board of directors, but may make recommendations to the board of directors.

7.2. Limitations of Board Committees. The creation of a committee and the appointment of directors to the committee or designation of a method of selecting committee members must be approved by a majority of all directors in office when the action is taken. The provisions of these bylaws governing meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board of directors will apply to committees and their members as well. Committees of the board of directors may, to the extent specified by the board of directors, exercise the authority of the board of directors, but no committee of the board of directors may:

7.2.1. Authorize distributions, but this restriction does not apply to payment of value for property received or services performed or payment of benefits in furtherance of the corporation’s purposes;

7.2.2. Approve or recommend dissolution, merger, or the sale, pledge, or transfer of all or substantially all of the corporation’s assets;

7.2.3. Elect, appoint, or remove directors or fill vacancies on the board or on any of its committees; or

7.2.4. Adopt, amend, or repeal the articles of incorporation or bylaws.

7.3. Executive Committee. Subject to current Oregon nonprofit Corporation law, the Executive Committee shall consist of the officers of the Corporation. During the interval between meetings of the Board, the Executive Committee shall conduct the business of the Corporation. Meetings of the Executive Committee may be called as needed by the President or by request of any other members of the Executive Committee.

7.4. Standing Committees. Standing Committees may be formed by the Executive Committee as needed. Standing committees shall be responsible to the Executive Committee for all activity during the year and shall report to the board of directors at board meetings. Charges to the committees will be developed by the Executive Committee. The corporate president shall appoint the chairperson to lead the Standing Committee.

7.5. Ad hoc Committees. The President may appoint ad hoc committees subject to the approval of the Executive Committee for a specific task. The President shall select who will chair the Ad hoc committees when they are formed. Duties of the ad hoc committees will be the same as those outlined for standing committees. Upon completion of its task, the committee will be dissolved.

7.6. Audit Committee. The Audit Committee shall begin meeting no later than April, and shall provide a report to the board of directors at the regularly scheduled May meeting of the board. The Audit Committee chairperson shall be selected by the corporate president.

7.7. Nominations and Elections Committee. A nominating committee shall be appointed by the President, and shall begin meeting no later than March. It shall be the duty of the committee to prepare a ticket of officers for the following year, having first gained the consent of the nominees, and to furnish a copy to the President. The officers to be nominated shall be President, Secretary and Treasurer. Nominations with the consent of the nominee may be made from the floor at the annual general meeting.

7.8. Appointment of Committee Members. All Committee Chairs shall appoint their own committees.

7.9. Transition After Expiration of Term – Committee Chairs. Outgoing Committee Chairs shall meet with incoming Committee Chairs in order to turn over appropriate documents, records, and passwords before the September meeting to aid in transference of responsibilities.

Section 8. Officers

8.1. Qualifications. The officers of the Corporation shall consist of a President, Secretary, and Treasurer. Any two or more offices may be held by the same person, except for the offices of President and Secretary. Officers must be current members.

8.2. Election and Term of Office. The Officers of the Corporation shall be elected annually by the members at the June annual meeting. A vacancy in an office may be filled at any meeting of the board of directors. Each Officer shall be elected by the members for one fiscal year, July 1 until the following June 30, or until his or her successor is duly elected and qualified. The President and Secretary may not serve more than five consecutive full terms. The Treasurer may not serve more than three consecutive full terms.

8.3. Removal or Resignation. Any officer or director of the Corporation may be removed by a vote of the majority of the board of directors then in office or by a majority of the membership. Any officer may resign at any time by delivering notice to the board of directors, the president, or the secretary. A resignation is effective when the notice is effective under ORS 65.034 unless the notice specifies a later effective date. If a resignation is made effective at a later date and the corporation accepts the later effective date, the board of directors may fill the pending vacancy before the effective date if the board of directors provides that the successor does not take office until the effective date. Once delivered, a notice of resignation is irrevocable unless revocation is permitted by the board of directors.

8.4. No Prejudice. No removal or resignation as provided in Section 8.3 will prejudice the rights of any party under a contract of employment.

8.5. Transition After Expiration of Term – Officers. Outgoing Officers shall meet with incoming Officers in order to turn over appropriate documents, records, and passwords before the September meeting to aid in transference of responsibilities.

8.6. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the board of directors for the unexpired portion of the term.

8.7. President. The president will be the principal executive officer of the Corporation and shall, in general, supervise and conduct the activities and operation of the Corporation, have general supervision of the affairs of the Corporation, keep the board of directors fully informed and shall freely consult with them concerning the activities of the Corporation and will have the general powers and duties of management usually vested in a chief executive officer, and will have other powers and duties that may be prescribed by the board of directors or these bylaws. The President shall be an ex officio member of the Board of Directors.

8.8. Secretary. The secretary shall keep accurate minutes of the proceedings of the board of directors, perform all duties incident to such office and such other duties as may be assigned by the President or the board of directors, including giving and serving all notices of the Corporation, custodian of corporate records and conducting correspondence of the Corporation. The secretary will keep or cause to be kept, at the principal office or such other place as the board of directors may order, a book of minutes of all meetings of directors. The Secretary shall be an ex officio member of the Board of Directors.

8.9. Treasurer. The treasurer shall be the principal finance officer of the Corporation, have the charge and custody of and be responsible for all funds and securities of the Corporation, keep accurate books of account and records of financial transactions and the condition of the Corporation and shall submit such reports as the board of directors may from time to time require. The treasurer shall make an annual financial report and present a proposed budget for the ensuing year to the membership at the annual meeting in June and in general, perform all duties incident to such office and such other duties as may from time to time be assigned to such person by the President or the board of directors. The Treasurer shall be an ex officio member of the Board of Directors.

8.10. Assistants. The board of directors may appoint or authorize the appointment of assistants to the secretary or treasurer or both. Any such assistant may exercise the powers of the secretary or treasurer, as the case may be, and will perform those duties that are prescribed by the board of directors.

Section 9. Dissolution

9.1. Dissolution. The corporation may be dissolved only upon adoption of a plan of dissolution and distribution of assets by the board that is consistent with the Certificate of Incorporation and with State law.

Section 10. General Provisions

10.1. Amendments; Adoption of Bylaws.

10.1.1. Bylaws may be amended, adopted, or repealed at any regular meeting by a majority of the members present provided that the amendment has been submitted, to the general membership, at least thirty (30) days in advance of said meeting.

10.1.2. Policies and procedures may be changed at any regular meeting of the board of directors.

10.1.3. These Amended and Restated Bylaws of Portland Handweavers Guild, Inc. were adopted by the members at the April 13, 2022 meeting of the corporation; these amended Bylaws entirely replace all previously adopted bylaws and are effective on April 13, 2022.

10.2. Corporate Seal. There shall be no corporate seal.

10.3. Fiscal Year. The fiscal year of the Corporation shall be July 1st through June 30th.

10.4. Inspection of Books and Records. All books, records, and accounts of the corporation will be open to inspection by the directors in the manner and to the extent required by law.

10.5. Checks and Endorsements. All checks, drafts, and other orders for payment of money, notes, or other evidences of indebtedness issued in the name of or payable to the corporation must be signed or endorsed by the person or persons and in such manner that may be determined from time to time by resolution of the board of directors.

10.6. Deposits. All funds of the corporation not otherwise employed must be deposited to the credit of the corporation in those banks, trust companies, or other depositories as the board of directors or officers of the corporation designated by the board of directors select, or be invested as authorized by the board of directors.

10.7. Loans or Guarantees. The corporation may not borrow money and no evidence of indebtedness may be issued in its name unless authorized by the board of directors. This authority may be general or confined to specific instances. Except as explicitly permitted by ORS 65.364(1), the corporation may not make a loan, guarantee an obligation, or modify a preexisting loan or guarantee to or for the benefit of a director or officer of the corporation.

10.8. Execution of Documents. The board of directors may, except as otherwise provided in these bylaws, authorize any officer or agent to enter into any contract or execute any instrument in the name of and on behalf of the corporation. This authority may be general or confined to specific instances. Unless authorized by the board of directors, no officer, agent, or employee will have any power or authority to bind the corporation by any contract or engagement, or to pledge its credit, or to render it liable for any purpose or for any amount.

10.9. Electronic Signature. Any action taken by the Board of Directors or the individual directors, officers, employees or other agents of the Corporation, which requires a written signature, shall be deemed valid and binding if made by means of electronic signature. For purposes of these Bylaws, “electronic signature” means any electronic sound, symbol or process attached to or logically associated with a record and executed and adopted by a person with the intent to sign such record, including facsimile or email electronic signatures.

10.10. Insurance. The corporation may purchase and maintain insurance on behalf of an individual against liability asserted against or incurred by the individual who is or was a director, officer, employee, or agent of the corporation, or who, while a director, officer, employee, or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic business or nonprofit corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise; however, the corporation may not purchase or maintain such insurance to indemnify any director, officer, or agent of the corporation in connection with any proceeding charging improper personal benefit to the director, officer, or agent in which the director, officer, or agent was adjudged liable on the basis that personal benefit was improperly received by the director, officer, or agent.

* * * * * *

Secretary’s Certification of Adoption of Amended Bylaws

I hereby certify that I am the duly elected and acting Secretary of Portland Handweavers Guild, a mutual benefit nonprofit corporation, and the foregoing Bylaws comprising of 11 pages constitute the Amended and Restated Bylaws of said organization adopted at the January, 2024 general meetings on January 11, 2024.

IN WITNESS WHEREOF, I have affixed my name as Secretary as of _____________.

^(Date)

______________________________

Lynne Fitzsimmons, Corporate Secretary

History:

Earliest Bylaws Available, 2019

Latest Revision Adopted, 2024

Bylaw History

Initial 501(c)(3) bylaws approved by general membership, April 2022
Amendment to add 6.4.9 – Development Director approved by general membership, December 2023
Amendments made to add 5.2.5 – Affiliate Membership, and update lifetime membership, January 2024

The pre-2022 bylaws are also available for review.

BYLAWS GOVERNING PORTLAND HANDWEAVERS GUILD