Amended Bylaws of
The Lake of the Ozarks Woodcarvers Club
A Missouri Not for Profit Corporation
(Adopted February 19, 2019)
Purpose and Restrictions
The purpose of the corporation shall be for those non-profit purposes stated in the Articles of Incorporation. Further stated, the purpose od the Corporation is to provide instruction, Classes, and information to promote the interest of woodcarving, woodburning, and painting.
No part of the net earnings or other assets of the Corporation shall be used for the benefit of, be distributed to or among, or revert to any director, officer, contributor or other private individual having, directly or indirectly , any personal or private interest in the activities of the Corporation, except that the Corporation may pay reasonable compensation for services rendered and may make payments and distributions in furtherance of the non-profit purposes stated in the Articles of INCORPORATION.
The principle office of the Corporation in the State of Missouri shall be located in Camdenton, Missouri. The Corporation may have such offices within or without said City as may be required,
The Registered office of the Corporation required under the laws of the State of Missouri to be maintained in the State of Missouri may be, but not be, identical with the principle office in the State of Missouri, and the address of the registered office may be changed from time to time in conformity with the laws of the State of Missouri.
Fiscal Year and Meetings
The fiscal year for the corporation shall begin January 1 and end December 31.
Regular monthly meetings shall be held on the date and at the location specified by the Executive Board.
The annual meeting of the Members of the Corporation shall be held at the regular November monthly meeting.
The Nominating Committee shall meet in August to slate nominees for Officers and Executive Board Members.
Nominees for each office shall be posted in the September newsletter.
Voting for officers and the Executive Board shall be held at the regular November monthly meeting of the members. New officers and board members will begin their term of office January 1 of the following year.
A Charter Member is a person who became a Member of the Corporation at any of the first three meetings of the Corporation.
An active membership is open to any person desiring to be a Member of the Corporation.
Charter Members and Active Members shall have the same membership rights and benefits and shall be referred hereinafter as a member.
A member shall be considered in good standing if the annual dues are current.
The Corporation shall not have stockholders.
Annual dues of $10.00 for all members will be due on the first day of January,
Annual dues may be increased or decreased by a majority vote of the executive board.
Dues for new members joining after January 1 shall pay the regular annual amount.
Dues shall not be prorated for any reason, except by approval of a majority of the executive board.
Member Voting, Quorum, Resignation/Removal
Each member shall be entitled to one vote on each matter submitted to a vote of Members. The vote of a majority of the votes entitled to be cast by Members present at a meeting, at which a quorum is present, shall be necessary for the adoption of any matter voted upon by Members.
Fifteen members shall constitute a quorum for the transaction of business at any meeting of the members.
Registration/Removal of a Member
Any member my resign at any time by giving notice to the President. The acceptance of such resignation shall not be necessary to make it effective. Any member may be removed from the Corporation for action contrary to the best interest of the Corporation, by one unanimous VOTE OF THE Executive Board or by majority vote of Members present at two (2) consecutive meetings.
The Executive Board shall be composed of not less than three (3) and not more than five (5) members in good standing, including the club President. The executive Board shall also include the Officers of the Corporation. The Nomination Committee shall decide the number of positions available for the Executive Board at the August meeting. The Nomination Committee shall take under advisement any recommendations as to the number of positions to consider made by the current Executive Board ans/or the President.
Executive Board Voting, Quorum, registration/Removal
Each Member of the Executive Board shall be entitled to one vote on each matter submitted to a vote of the Board. The majority of the votes entitled to be cast by the Board Members present at the meeting, at which a quorum is present, shall be necessary for the adoption of any matter voted upon by the Board Members, with the exception of making, altering or repealing any Bylaw, which can only be by unanimous vote of the executive board.
A majority of the Executive Board shall constitute a quorum for the transaction of business at any meeting of the Executive Board.
Any executive Board Member may resign at any time by giving written notice to the President of the Corporation, the acceptance of such resignation shall not be necessary to make it effective.
The President shall appoint another Member in good standing to complete vacated term.
Any Executive Board Member absent two (2) consecutive meetings without a valid excuse may be replaced by majority vote of the Members present at the third consecutive missed meeting by the Executive Board Member.
The president shall appoint another member in good standing to complete the vacated term.
The president shall appoint the nominating committee at each August regular meeting.
The Nominating Committee shall consist of at least three (3) and not more the five (5) Members in good standing. The Nominating Committee shall consist one (1) Executive Board Member
The nominating Committee shall meet a minimum of once after the August regular monthly meeting and present a slate of one or more names prior to the publication of the September newsletter for each of the following offices;
One Vice President
Three to Five Executive Board Members
Nominations will also be accepted from the floor at the September, October and November meeting up to the time of voting.
All nominated Members must consent to their nominations.
Any two (2) offices, except to the office of President and Vice President or President and Secretary, may be held by the same person.
All offices shall be for the term of two years, beginning with the January meeting and ending just prior to the installation of new officers in December of the following year.
A member shall not serve more than two (2) consecutive terms in the same office.
A member may serve in another office immediately after serving in a different office. A Member may serve in an office in which he/she previously served if three (3) years has passed since the last day of service in the office.
The President shall be the Chief Executive Officer of the Corporation. The President shall preside at all meetings of the Executive Board and Committees thereof, shall have the power to transact all of the usual, necessary and regular business of the Corporation as may be required, and with the prior authorization of the Executive Board, execute all documents as shall be required by the Corporation; appoint special committees; and, in general, shall perform all such other duties incident to the office of President and Chief Executive Officer and such other duties as may from time to time be prescribed by the Executive Board.
The president shall have the authority to form committees and appoint Members to serve on those committees as deemed necessary by the President.
The Vice President shall act as chief executive officer in the absence of the President and, when so acting, shall have the power and authority of the President. Further, the Vice President shall have such other and further duties as may from time to time be assigned by the Executive Board
The secretary shall record and preserve the minutes of the meeting of the Executive Board and all committees of the Board, shall be responsible for authenticating records of the corporation, shall cause notices of all meetings of the Executive Board and committees to be given to the members thereof, and shall perform all other duties incident to the office of Secretary or as from time to time directed by the Executive Board or by the President.
The treasurer shall be responsible for all funds of the Corporation, shall direct that such funds be deposited in such bank or banks as the Executive Board may from time to time determine, and shall make reports to the Executive Board as requested by the Executive Board. The Treasurer shall see that an accounting system is maintained in such a manner as to give a true and accurate accounting of the financial transactions of the Corporation, that reports of such transactions are presented promptly to the Executive Board, that all expenditures are made to the best possible advantage, and that all accounts payable are presented promptly for payment. The treasurer shall further perform such other duties incident to the office and as the Executive Board or President may from time to time determine.
The treasurer shall be authorized to pay invoices or bills up to $150. For invoices or bills over $150 the Treasurer must request the approval of the majority of the Executive Board. Any amount over $250.00 shall require the approval of the Members by a majority vote.
Payments to instructors of any amount held by the Corporation for seminars is exempt from the $150.00 limit and the approval of the Executive Board.
Making, Alternating, Amending, or Repealing of Bylaws and/or Articles
The Executive Board shall have the authority to make, alter, or repeal any Bylaw or article by unanimous vote of the executive Board. Any Member in good standing may propose a change or addition to the Bylaws to the Executive Board. Any authorization, alteration, amendment, or repeal of Bylaws or articles considered by the Executive Board shall be posted in the newsletter as to the subject, including the date of the meeting the Executive Board will be voting on the proposed change, once prior to being accepted. Comments by Members shall be heard by the Executive Board prior to the vote.
If a conflict exists between the Constitution and the current Bylaws, or any amendments made thereto, the Bylaws shall control.
The Corporation may sponsor seminars from time to time. The seminars shall be made available to club members prior to their being offered to the general public. There will be seminar enrollment form or signup sheet made available at the time the club agrees to offer a seminar. If a member is interested in a class, he/she shall enter his/her name on the form or signup sheet. If he/she is not able to make it to the meeting to sign up for the class, he/she my designate another member to sign up for them. By signing, the member is guaranteeing the Lake of the Ozarks Woodcarvers Club that he/she will pay the full cost of the seminar whether in attendance or not. If an enrollee is not a member of the Lake of the Ozarks Woodcarving Club in good standing, full payment for the seminar will be expected when the enrollment form or signup sheet is presented to the Seminal Director or other club member.
Cancellation of Seminar Enrollment by Enrollee
Said Member/Non-Member shall have thirty (30) days prior to the seminar to remove his/her name from the seminar enrollment. If said Member or Non-Member does not remove his/her name prior to the deadline, full payment for the seminar must be made to the Club Treasurer on or before the next club meeting. However, if the Member/Non-Member finds another party to fulfill his/her obligation to attend the seminar, the enrollment may be transferred. If that party is not a member of the Lake of the Ozarks Woodcarving Club, full payment for the seminar will be required at the time of the transfer.
If the enrollee was unable to attend the seminal because of an emergency situation, he/she may present their circumstance to the President of the Club. The President may then call a special meeting of the Board of Directors to determine if the enrollee is to pay the seminar fee. If the enrollee is not able to make this petition in person, a Club Member in good standing my petition on the Members behalf. The Board of Directors will evaluate the petition and determine if the circumstance is valid or whether a full or partial refund of the seminar is granted.
Cancelation of Seminar by the Lake of the Ozarks Woodcarvers Club
The Lake of the Ozarks Woodcarving Club retains the right to cancel a seminar at any time prior to 30 days of the seminar. In addition, the Lake of the Ozarks Woodcarving Club retains the right to cancel a seminar because of an insufficient number of participants as deemed necessary by the President, Board of Directors, or the Seminar Director.
It is the club members responsibility to confirm that he/she is enrolled in a seminar. It is also his/her responsibility to see that they have been removed from enrollment in a seminar within thirty (30) days prior to a seminar.
Nonpayment by Club Member
If a member should signup for a seminar and not attend, the Lake of the Ozarks Woodcarving Club shall pay the Members tuition for the seminar. The member shall refund 100% of the cost the cost to the Lake of the Ozarks Woodcarving Club on or before the next scheduled meeting following the seminar.
If an instructor cancels a seminar at no fault of the Lake of the Ozarks Woodcarving Club, all fees for the seminar shall be refunded to the enrollee.
Checks and Drafts for Payment
All checks, drafts or other forms of payment of monies shall be signed by the Treasurer under the limitations and requirements as set out in Article IX.
All funds of the Corporation shall be deposited in a timely basis to the credit of the Corporation with such banks or other depositories as the Executive Board may select.
Expenditures of the Corporation
The Executive Board may, by majority vote of the Board, authorize payment of an expenditure of the Corporation up to $250.00. Any amount over $250.00 shall require the approval of the Members by majority vote.
Each person who is or was a Director or Officer of the Corporation, including heirs, executors, administrators, or estate of such person, shall be indemnified by the Corporation to the full extent permitted or authorized by the laws of the State of Missouri, as now in effect and as hereinafter amended , against any liability, judgement, fine, amount paid in settlement, costs and expenses, including attorney fees incurred as a result of any claim arising in connection with such a person’s conduct in his/her capacity, or in connection with his/her status, as Director or Officer of the Corporation. The indemnification provided by this Bylaw provision shall not be exclusive of any other rights to which he/she may be entitled under any other Bylaws or agreement, vote of disinterested Directors, or otherwise, and shall not limit in ant way any right the Corporation may have to make difference or further indemnification with respect to the same or different person or classes of persons.
Participation Through Electronic Communications
Executive Board Members may participate in a meeting of the Board Members by means of telephone or other communication equipment when each are contacted by the President and notified of each of the other Board Members decisions.
The Lake of the Ozarks Woodcarvers Club
P.O. Box 1372
Camdenton, MO 65020
Adaption of Amended Bylaws
These bylaws, adapted by the Corporation on this 19th day of February 2019 by majority vote of members of the Lake of the Ozarks Woodcarving Club present and voting, shall supersede the Constitution and Bylaws and Amendment previously adopted June 15, 2009, and all previous Bylaws and Amendments thereto.