The name of this group shall be the South Bay Polymer Clay Guild, hereinafter referred to as the Guild.

The Guild is organized exclusively for educational and artistic purposes. The purpose of the Guild shall be to educate the public, study and promote interest in the use of polymer clay as an artistic medium by:

• member education
• publicizing polymer clay work to galleries and museums as well as to the public
• fostering public education through sharing information, giving demonstrations of polymer clay work, and conducting workshops
• developing opportunities for polymer clay artists to show their work to the public and to engage in public service activities.

Section 1. There shall be one class of membership consisting of those people who support the Guild's purposes and who have paid the annual dues.

Section 2. The annual dues shall be proposed by the Board of Directors and approved by the Membership, and shall be payable following a schedule set by the Board.

Section 3. Failure to pay dues within six weeks after their due date shall result in loss of membership and its privileges.

Section 4. All new members are invited to attend their first Guild meeting free of charge.

Section 1. The Board of Directors shall decide the time and place of all Guild meetings.

Section 2. There shall be one (1) vote per membership in good standing as of the date of the meeting.

Section 3. Fifty percent (50%) plus one (1) Guild membership shall constitute a quorum at all meetings of the Guild. A simple majority of the memberships present are required to pass or fail a topic.

Article 5: Officers of the Guild

Section 1. The Guild shall have the following elected officers President, Vice President, Treasurer, Secretary, and one to three (1-3) Members-at-Large and may have such additional officers as are elected or appointed by the membership. These officers shall perform the duties prescribed by these Bylaws. The Immediate Past President, together with the above Officers, constitute the Board of Directors of the Guild.

Section 2. Vacancies in an office, excepting that of the presidency, shall be filled from the membership by a two-thirds vote of the Board of Directors for the remainder of the term. A vacancy in the office of the President shall be filled by the Vice President.

Section 3. In addition to general duties prescribed by these Bylaws, particular officers shall have these specific rights and duties;

• President: Shall be responsible for the administration of the Guild, acting with the advice and consent of the Board members: shall be a member ex officio of all committees, excepting the Nominating Committee, shall set the agenda for all Board meetings and for all business to be brought up at Guild meetings, shall preside over all Board and Guild meetings to be sure that the agenda is satisfied; shall be personally familiar with the status of all committee work to assure that the committees adhere to the Guild's policies and purposes and that the programs are being carried forward effectively; may appoint a parliamentarian to aid in the running of meetings and related matters; may approve bills for payment and may authorize individual expenditures not already in the budget up to $100.
  
  
• Vice President: Shall assist the President in the accomplishment of his or her duties, shall assume the President's responsibilities in his or her absence.
  
  
• Treasurer: Shall administer and keep accurate records of the Guild's finances: shall deposit the Guild's funds in a bank designated by the Board, shall pay bills on behalf of the Guild and have the power to approve bills for payment: shall prepare an annual financial report and the budget for presentation at the August Meeting and interim reports upon direction of the Board.
  
  
• Secretary: Shall maintain a listing of the current Board membership, shall keep copies of the Bylaws and standing rules and keep amendments current, shall record minutes from all Board and Guild meetings; may prepare a synopsis of Board activities, drawn from the Board minutes, for distribution to Guild membership through the newsletter, and shall assist the President in developing the agenda for Board Meetings.
  
  
• Members-At-Large: Shall serve on the Board, and assist in fulfilling the aim of the Guild as defined in the Mission Statement through taking on voluntary or assigned duties as defined by the President and the Vice President.
  

Article 6: Directors and Their Election

Section 1. The Board shall have full power and authority over the affairs of the Guild, excepting those matters specifically reserved to the membership under these Bylaws.

Section 2. The Directors shall be elected at the Guild's August meeting, to serve a term of one year effective the following 1 September or until their successors are elected. The only exception is the office of Treasurer, which is a two (2) year term.

Section 3. A majority vote of the memberships present at a meeting at which a quorum is present shall constitute an effective election. The election shall be by ballot. A member may vote by proxy (mail ballot)

Section 4. Each year prior to the June meeting, the Board shall appoint a Nominating Committee. The Nominating Committee shall not consist of any Officers, Board Members, or Candidates. It shall be the duty of the Nominating Committee to prepare a slate of candidates for the Officers. No person shall be nominated without his or her prior consent, confirmed by the Nominating Committee. Nominations shall be closed at the July meeting. The Nominating Committee shall distribute the ballots, count and announce the results of the vote at the August meeting.

Section 5. Vacancies in a directorship, including those created by an increase in the number of Officers, shall be filled from the membership by a two-thirds vote of the Board of Directors for the remainder of the term.

Article 7: Meetings of the Board

Section 1. The Board shall meet as the Board may determine. One-half of the board membership shall constitute a quorum.

Section 2. At the first meeting of the Board after the August meeting, the incoming President shall present for the incoming Board's approval, a list of proposed appointments to chair the standing committees. Upon approval of two-thirds of the incoming Board, the appointments shall be effective and the appointees shall serve until the appointment of their successors.

Section 3. Members of the Board may participate in a meeting of the Board by means of a conference telephone.

Section 4. In the event that a Board member misses more than two meetings without cause, that Board member shall forfeit her or his position on the Board and a new Board member shall be elected as provided In Article VI. Section 5.

Section 5. No Board member or officer of the Guild shall by reason of his or her office be entitled to receive salary or compensation, but nothing herein shall be construed to prevent a Board member from receiving any compensation from the Guild for duties other than that of an officer or Board member.

Section 6. All memberships of the Guild In good standing are invited to attend meetings of the Board.

Article 8: Committees of the Board

Section 1. The following Standing Committees shall be established:

• Workshop shall organize and advertise workshops sponsored by the Guild.
• Exhibits shall organize and publicize exhibits sponsored by the Guild.
• Resource Librarian shall purchase and maintain creative resource materials, not limited to books and periodicals on the subject of polymer clay and related subjects, and shall make the collection available to members
  

  Section 2. The Board may establish additional standing and special committees, or eliminate committees, as it deems necessary.

Article 9: Publications

Section 1. A newsletter shall be published quarterly to announce future Guild activities and to disseminate information about polymer clay and polymer clay artists.

Section 2. A membership directory shall be published semi-annually. This directory shall not be used for commercial purposes by any Guild member or other party who may gain access to a directory listing.

Section 3. Other publications may be issued at the direction of the Board.

Article 10: Financial

Section 1. The fiscal year shall start on 1 October of each year.

Section 2. Board Members and Committee Chairs shall submit their proposed budgets to the Treasurer in the Fall of each year. The Treasurer shall submit a budget to the Board for approval in September. The Treasurer, on behalf of the Board, will present this budget at the October Meeting for adoption and/or amendment by a majority vote of Guild memberships present. The priorities of the budget shall reflect the program and purposes of the Guild. Programs may be planned for periods of longer than one year, but such programs shall be subject to annual review.

Section 3. The Books and the Financial Records of the Guild may be audited by any Guild member in good standing after submitting a written notification to the Board indicating a desire to do so.

Section 4. Officers and committee chairs may make expenditures up to their budgetary limits without prior approval by the Board. All expenditures in excess of $100, not included in the budget, shall be submitted to the Board for majority approval.

Article 11: Parliamentary Authority

The rules of Robert's Rules of Order, Newly Revised, shall govern in all cases where they are not inconsistent with these Bylaws or any standing rules of the Guild.