New England Woodcarvers Incorporated
The Bylaws are the legal document by which NEWC is governed and must be approved by the members. It is important that all NEWC members know what the guidelines are for operating the organization. PLEASE READ this updated copy and be prepared to vote to ratify them at the February 8, 2020 members meeting.
Article I – Name of the Organization
The organization shall be known as New England Woodcarvers, Incorporated, hereafter referred to as NEWC. The name New England Woodcarvers, Inc., the abbreviation NEWC and logos shall not be used by any person(s) for their own purpose without express approval of the Board of Directors.
Article II – Mission and Objectives
The New England Woodcarvers, Inc., a non-profit cultural and educational organization, is dedicated to the advancement of wood carving skills among its members and to the promotion of wood carving, wood sculpture, pyrography, whittling and other wood arts to the general public.
Article III – Fiscal Year
The fiscal year of NEWC shall extend from July 1 to June 30. All terms of office and NEWC records shall conform to the fiscal year unless otherwise specified.
Article IV – Board of Directors
The Board of Directors is defined as those officers elected by the membership and those officers appointed by the President following that election.
Article V – Officers and Responsibilities
Section 1. Elected Officers
Elected officers are those officers nominated and elected by the membership at the NEWC annual meeting.
The elected officers of the organization shall be President, Vice President, Treasurer, Secretary and Membership Secretary. The elected officers shall constitute the Executive Committee. Detailed duties of the Executive Committee and its members shall be outlined in the organization’s Standing Rules.
The Executive Committee shall be elected from among eligible members of the organization and hold authority to vote on all matters pertaining to the organization.
The following are general statements of the responsibilities of the elected officers:
sets the agenda for and presides at all NEWC meetings;
provides leadership for the organization;
is authorized to sign checks in the absence of the Treasurer; and
maintains and is familiar with all the governing documents of the organization.
assumes the duties of the President in his/her absence; and
specifically holds oversight for the annual Spirit of Wood Show
receives and disburses funds as directed by the Executive Committee in accordance with the Bylaws and Standing Rules; and
ensures that NEWC complies with all local, state and federal financial regulations.
records and maintains records of all NEWC activities; and
prepares and sends all official correspondence of the organization.
maintains up-to-date membership files; and
collects and transfers all dues promptly to the Treasurer.
Immediate Past President is not an elected position but shall serve as an ex-officio member of the Board of Directors following the expiration of their term as President. In the event that both the President and Vice President are unable to complete the term, the Immediate Past President shall assume responsibility for said position until such time the Board is able to appoint a qualified member to fill such vacancy.
Section 2 – Appointed Officers
Appointed officers are those members of the Board of Directors who are appointed by the President each year following the annual meeting.
The appointed officers of the organization shall be: Director of Public Relations/Marketing, Director of Technology, Director of Education Programming, Director of Special Projects and Director of Information Services.
Appointed Officers shall be appointed annually by the President, with the approval of the Executive Committee.
Appointed Officers shall hold voting privileges on matters brought before the full Board.
Specific duties of Appointed Officers shall be delineated in the organization’s Standing Rules; following are general statements of duties.
Director of Public Relations/Marketing
formulates and carries out a plan to promote the mission and objectives of the organization to the general public and NEWC general membership.
works in coordination with the Director of Information Services and Director of Technology to disseminate information to the general membership and with the President and Treasurer to disseminate information to the general public within specific budgetary guidelines.
Director of Technology
holds oversight responsibility for the organization website and other social media venues.
assists the Board of Directors with other technology needs as necessary.
Director of Education Programming
plans and provides appropriate instructors and programs for NEWC activities, especially the Spirit of Wood Show.
works closely with the Vice President and Chairperson of the Sprit of Wood Show planning committee within specific budgetary guidelines.
Director of Special Projects
holds oversight responsibility for the Tree of Hope fundraising project.
proposes and directs other specific projects that meet the mission and objectives of the organization with the approval of the Board of Directors.
Director of Information Services
holds responsibility for gathering and organizing information of interest to the general membership in the publication known as the NEWC Newsletter.
works closely with the Director of Technology for the dissemination of information through electronic media and with the Secretary of Membership for dissemination of information through print media to the general membership.
Section 3 – Other Appointed Positions
The President shall have authority to appoint Active Members to other non-voting positions on an ad hoc basis with the approval of the Board of Directors.
Section 4 – Removal from Office
An elected or appointed officer may be removed from office for cause by a two-thirds vote of the Board of Directors members present and voting.
Article VI – Membership
Section 1 - NEWC defines members as Active and Life.
Section 2 – All NEWC members considered in good standing hold voting rights and privileges of membership.
Article VII – General Membership/Annual Meetings
Section 1 – General Membership Meetings
The dates of general membership meetings and the Annual Meeting shall be set annually by the Board of Directors at the meeting of the Board immediately prior to the annual meeting.
Section 2 – Annual Meeting
The annual meeting of the general membership shall be held in June and shall include election of officers and presentations of awards and honors. A simple majority of the members present shall constitute a quorum for the purpose of voting.
Article VIII – Amendments to Bylaws
Section 1 – Proposal of Amendments
Proposed amendments to these Bylaws shall be presented to the Board of Directors in writing, with proposed change/justification, and shall require a two-thirds vote of the Board of Directors members present and voting to then be forwarded to the membership.
Section 2 – Approval of Amendments
Following approval by the Board of Directors, amendments shall be published and distributed electronically and/or in print to the membership no later than two weeks prior to a regular membership meeting. A two-thirds vote of the assembled membership shall be required to amend the Bylaws.
Article IX – Dissolution
Section 1 – Vote to Dissolve
Dissolution of the organization shall be by an affirmative vote of three-fourths of the members present at the annual meeting.
Section 2 – Distribution of Assets
Upon dissolution of New England Woodcarvers, Inc., assets and property shall be distributed for one or more charitable/exempt purposes according to M.G.L. c. 180, §11A(b) and /or
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.
A standing rule is a motion of resolution governing an action of the organization. These standing rules may not be in conflict with the organizations bylaws or any federal or state regulation. They cover the activities and management of the organization under a Board of Directors governmental structure. Standing rules may be created, rescinded or amended by a two-thirds affirmative vote of the membership present at a regular meeting provided a quorum is present. These standing rules and all forms pertaining to their content shall be held on file with the official organization documents.
1. The Elected Officers of the organization shall be President, Vice President, Treasurer, Secretary and Membership Secretary and shall constitute the Executive Committee.
2. Elected Officers are chosen from a slate of officers presented by the Nominating Committee or nominated from the floor at the Annual Meeting in June of each year. Officers are elected by a simple show of hands unless there are multiple candidates for a given office then a paper ballot shall be used and counted by two members of the Nominating Committee. The Chairperson of the Nominating Committee shall induct the Elected Officers immediately following the election.
3. Appointed Officers of the organization shall be Director of Public Relations/Marketing, Director of Technology, Director of Education Programming, Director of Special Projects and Director of Information Services.
4. The incoming President shall identify candidates to fill Appointed Officer positions and introduce candidates to the Executive Committee. The Executive Committee shall ratify the appointees following the election. Approved candidates will be inducted at the next meeting of the Board of Directors.
II. Election/Term of Officers
1. Six months prior to the Annual Meeting in June of each year, the President shall appoint a chairperson of the ad hoc Nominating Committee from among the active membership.
2. The Chairperson shall select two additional members in good standing to serve on the committee.
3. The Chairperson of the Nominating Committee shall present the slate of officers at the Annual Meeting; additional nominees may be named from the floor with the consent of the nominees.
4. Installation of newly elected officers shall take place at the Annual Meeting immediately following the election with commencement of duties at the start of the new fiscal year, July 1st.
5. The term of office for the President and Vice President shall be two year; the term for office for all other officers shall be one year.
6. Should the office of President be vacated, the Vice President shall assume that office for the remainder of that term.
7. Should another Board position be vacated, the Board of Directors shall appoint a person to fill that position for the remainder of the term.
III. Duties of Elected/Voting Officers
The Executive Committee shall consist of elected officers of NEWC including the President, Vice President, Treasurer, Secretary and Membership Secretary. The purpose of the committee is to facilitate communications between meetings and to act for the Board in emergencies. The committee will meet as requested by the President and may act for the Board in the absence of the full Board on emergency matters only that require a response in less time than an emergency Board meeting can be arranged. All activities of the Executive Committee between board meetings will be reported to the full Board and shall be ratified by the full board at the next regularly scheduled meeting.
Voting officers shall also include the following appointed officers: Public Relations/Marketing Director, Education Director, Technology Director, Special Projects Director and Information Services Director.
1. The President shall set the agenda and preside at NEWC Board of Director and Executive Committee meetings and at regular membership meetings.
2. The President shall have authority to appoint ad hoc committees as necessary.
3. The President shall appoint the chairs of all committees, standing and ad hoc, and shall hold ex-officio membership on all committees, except the Nominating Committee.
4. The President shall be authorized to sign checks in the absence of the Treasurer.
5. The President shall see that all duties and responsibilities as stated in the NEWC Bylaws and Standing Rules are carried out.
6. The President shall maintain permanent files of all organization governing documents and records to be turned over to their successor at the beginning of the new fiscal year.
7. The President shall prepare and present an annual report to be delivered at the NEWC annual meeting in June.
8. The President shall provide an agenda for Board of Directors meeting prior to that meeting.
1. The Vice President shall preside in the President’s absence at all meetings of the Board of Directors and general membership.
2. The Vice President shall succeed to the presidency in the case of a vacancy in the Office of President.
3. The Vice President shall serve as chairperson for the Spirit of Wood Show
4. The Vice President, responsible for oversight of the Spirit of Wood Show, shall ensure that
a. a budget is prepared,
b. contracts are signed; and
c. all other documentation is in place.
1. The Treasurer shall be custodian of all NEWC funds, receiving and disbursing funds as directed by these Standing Rules or the Board of Directors.
2. Treasurer shall maintain NEWC checking and/or savings accounts as directed by the Executive Board and shall be authorized to sign checks.
3. The Treasurer shall present an itemized report at each Board of Directors meeting.
4. Treasurer shall keep an accurate record of all receipts and disbursements.
5. Treasurer shall keep records of ways and means projects and shall collect funds derived from these sources.
6. Treasurer shall record all income and expenses, including those forwarded by the Membership Secretary.
7. Treasurer shall close the books on June 30 and prepare them for an annual audit.
8. Treasurer shall submit the books for an annual audit or whenever requested.
9. Treasurer shall maintain permanent files, to be turned over to their successor within two weeks after the new fiscal year begins.
10. Treasurer shall prepare and present an annual report to the President and membership.
11. Treasurer shall keep an inventory of all properties.
12. Treasurer shall ensure that all properties are maintained in safe and workable condition and recommend to the Board of Directors the disposition of old or unused property.
13. The Treasurer shall be responsible for obtaining proper liability insurance to protect NEWC, its officers and members at all meetings and events.
14. Treasurer shall prepare and submit all required State and Federal tax filing documents.
1. The Secretary shall be the recording officer of all NEWC activities and shall keep on file all of the organization’s records.
2. The Secretary shall prepare documents including the minutes of the previous meeting and send those documents out to Board members to have for Board of Director meetings.
3. The Secretary shall record the minutes of NEWC meetings and of Board of Directors meetings at all times.
4. The Secretary shall handle all official correspondence of NEWC including annual changes to the Articles of Incorporation, Bylaws and Standing Rules.
1. The Membership Secretary shall maintain a complete and up-to-date record of all membership and make this information available to members of the Board at all times.
2. The Membership Secretary shall provide official membership application forms to prospective members.
3. The Membership Director shall collect and record all dues and transfer funds to the Treasurer promptly.
4. The Membership Director shall notify the Nominating Committee of members in good standing who are eligible to run for office.
Immediate Past President
1. The Immediate Past President shall serve as an ex-officio member of the Board.
2. In the event that both the president and Vice President are unable to serve or complete their respective terms of office, the Immediate past President shall assume the responsibility of President until such time as the Board is able to appoint a qualified member to fill the vacancy.
IV. Duties and Responsibilities of Appointed Officers
Appointed Officers have voting privileges as members of the Board of Directors. Such officers shall be appointed annually by the President with the approval of the Executive Committee.
Public Relations/Marketing Director
1. The PR/Marketing Director shall prepare an annual marketing plan to inform the public about NEWC and its purpose.
2. The PR/Marketing Director shall prepare and distribute marketing materials to various media outlets to encourage public participation in NEWC activities such as the Spirit of Wood Show.
1. The Technology Director shall manage and update the organization website and other electronic media.
2. Treasurer shall make recommendations for the purchase/maintenance/repair of NEWC electronic equipment.
3. The Technology Director shall assist the Secretary and Newsletter Editor with emailing documents to members.
4. The Technology Director shall assist Board members with media presentations at NEWC activities.
5. The Technology Director shall conduct member surveys as necessary to determine changing needs and interests.
1. The Education Director shall oversee all education/demonstration programs occurring at regular meetings and special events.
2. The Education Director shall work closely with the chairman of the Spirit of Wood Show to secure expert presenters for seminars/demonstrations.
3. Education Director shall work with the Technology Director to prepare member surveys to identify the most current interests of members and respond to those with educational programming.
Special Projects Director
1. The Special Projects Director shall plan and organize all special projects including the Tree of Hope.
2. The Special Project Director shall attend NEWC events throughout the New England area to promote special projects.
Information Services Director
1. The Information Services Director shall create or gather articles and information to be included in scheduled (five times a year) newsletters to be sent to all NEWC members. Articles may include information concerning activities of/for members, articles of interest to wood carvers, to promote wood arts displays not necessarily related to wood carving, to acknowledge new books of interest to members and to feature member profiles. Members are encouraged to submit articles for consideration.
2. Information Services Director shall use the newsletter as a vehicle to announce upcoming Board and membership meetings or other educational events.
3. The Information Services Director shall work with the Membership Secretary and the Technology Director to email and/or mail the newsletter to every member in good standing.
V. Removal From Office
An elected or appointed officer may be removed from office for just cause by a two-thirds vote of the Board of Directors.
1. Members of the Board of Directors shall be given written notice of the proposed removal from office.
2. Notice to the Board of Directors shall be made in writing by the complaining party with justification at least four weeks prior to the date of the next meeting of the Board. Such notice shall give time for full investigation of the charges by the Board or its designee.
3. If such charges are warranted, removal of the offending party shall be discussed, defended and a vote taken at the next meeting of the Board of Directors.
4. The President, or next senior officer, shall immediately notify the offending party of the Board’s decision.
1. An Active Member is defined as anyone with an interest in wood carving/arts whose application for membership has been received and whose dues are current.
2. Active Members in good standing are those whose dues are up-to-date. Active Members in good standing may vote at the annual meeting, hold office, serve on committees and participate in events and other NEWC activities.
3. Life Members are those who have distinguished themselves in the area of wood carving/arts and contributed to the advancement of the field and/or to the attainment of the goals of NEWC. A Life Membership is conferred on such a distinguished person by vote of the Board of Directors. Life Members may vote, hold office, serve on committees and participate in any and all NEWC activities. Life Members do not pay annual dues.
4. Any member may be expelled from NEWC for conduct not in the best interest of the organization. Such expulsion shall be determined by a unanimous vote of the Board of Directors.
5. This organization shall not knowingly engage in or support activities that discriminate on the basis of race, ethnicity, religion, gender/gender identity, age, national origin or marital, economic, disability or veteran status.
1. Active Member dues shall be set each year by the Board of Directors at the final meeting prior to the Annual Meeting.
2. Dues shall be payable upon application for membership; the annual membership is due on October 1st.
3. Members shall be dropped from the membership for non-payment of dues no less than ninety days following the due date. An email warning to the member shall be sent notifying them of non-payment thirty days and again at sixty days following the due date. If no response is received, the membership and all privileges of membership shall cease automatically at ninety days past October 1.
4. Non-members may attend three meetings as guests; thereafter, non-members must pay membership dues.
1. The President and Board of Directors shall set the dates of all general membership and Board of Directors meetings at the meeting of the Board prior to the annual meeting. This will enable the Board to announce future meeting dates in a timely fashion.
2. Special meetings of the Board may be requested by any member of the Board at any time during the year to conduct business that arises between scheduled meetings.
3. The date of the next yearly annual meeting shall be set by the Board at the meeting prior to close of the current year.
4. A quorum is the minimum number of voting members who must be present at a properly called meeting in order to conduct business in the name of the group. A quorum shall be ten percent of the current membership for the purpose of voting at membership meetings.
IX. Rules of Order
Parliamentary Authority Robert’s Rules of Order shall govern all proceedings of NEWC business. Questions of parliamentary procedure shall be referred to the latest edition of Robert’s Rules available at the time.
X. Amendments to the Bylaws
1. Amending the Bylaws may take place when a member or members believe that one or more of the Bylaws no longer represent the intentions of the organization. The following steps must be completed to initiate such an action.
a. A petition to amend the Bylaw(s) shall be presented to the Board of Directors in writing by any member or members in good standing.
b. Such a petition shall include the proposed change and a clear rationale for the change.
c. The petition will be reviewed and discussed at the next meeting of the Board of Directors.
d. For the change to move forward to the membership, a two-thirds vote of the Board shall be required.
e. Following an affirmative vote, the amendments shall be published in the NEWC Newsletter and on the NEWC website for consideration by the members. Such publication must provided to the members no fewer than two weeks prior to the next membership meeting.
2. A two-thirds vote of the membership present at the meeting shall be necessary for the amendment(s) to be approved.
3. Following approval by the membership, any amendments to the Bylaws must be sent to the Secretary of State of Massachusetts or the Secretary of the State that holds the Articles of Incorporation.
Should the dissolution of the organization become necessary for lack of membership, inability to recruit members to the Board of Directors, financial insolvency or other reasons, the following steps must be undertaken.
1. The Board of Directors must vote in the affirmative to present a recommendation for dissolution to the general membership prior to the Annual Meeting.
2. A simple majority of the members present at the annual meeting must vote affirmatively to dissolve the organization.
3. The Treasurer shall file a Federal form 990 or 990N with the IRS dependent on the value of the assets of the organization, checking the box labeled “termination”.
4. Accompanying the form must be a certified copy of the articles of dissolution, if applicable, and plans to liquidate assets.
5. Articles of Dissolution may also need to be filed with the Attorney General and/or the Secretary of the State that holds the Articles of Incorporation.
Distribution of assets of the organization must follow Federal regulations within section 501 (C) (3) of the Internal Revenue Code and State General Laws (Chapter 156D, Section 14.02/3) for one or more charitable purpose. No member of the organization may profit from such assets.