WASHINGTON CLAY ARTS ASSOCIATION

Bylaws

ARTICLE I: NAME

The name of this corporation is Washington Clay Arts Assoc

iation (WCA)

ARTICLE II: PURPOSE

WCA is an organization, open to all, dedicated to furthering

awareness of and appreciation for clay.

The purpose of this Corporation is to promote an exchange of

knowledge and information about all types of

ceramic arts and to promote mutual support, encouragement and ed

ucation for its members.

ARTICLE III: OFFICE

The Corporation shall maintain a permanent address and a Seattle

area phone number for the purpose

of WCA communication. The Board of the WCA may, at any time,

change address and/or the phone number.

The address and phone number must be maintained by a current board

member. The Corporation may also

have other offices at such places as the board may fix by reso

lution.

ARTICLE IV: MEMBERSHIP

Section 1. Classes and Voting: A member shall be entitled to

one vote on all matters for which

membership vote is required by law: the Articles of Incorporat

ion or the Bylaws of this Corporation. A

Member gains the opportunity to participate in all group ex

hibits of the WCA, attend all meetings, have voting

privileges, and receives discounts from our annual sponsors.

Section 2. Qualifications: A person shall become a member of t

he Corporation by payment made out to

the WCA of annual dues to the WCA treasurer or Membership Se

cretary. Dues for a full member shall be $25.

A Couples Membership shall be $40 for two people residing at

the same address, each with full membership

privileges. Dues may be changed by a majority vote of the Board o

f Directors. WCA officers are entitled to

free membership after serving two years in an officer

s post. This applies if the officer continues to serve in

the same post after two years, and if the person changes to ano

ther officer post.

Section 3. Expulsion: A member may be expelled by the Board aft

er giving the member 15 days written

notice of the expulsion and reasons for the act. The member sh

all be given an opportunity to be heard by the

Board or its designated agent, orally or in writing, at leas

t 5 days before the given date of the expulsion. The

written notice of the expulsion shall be given by certified

mail, sent to the last known address of the member

shown in the Corporation

s records. The decision of the Board or its designated agent s

hall be final, and shall

not be subject to any review or appeal by any court or oth

er persons. Any member who brings suit against

WCA automatically forfeits his/her membership.

Section 4. Annual Meeting: The annual meeting of the members

of this Corporation shall be held on

the second Sunday in January of each year, the Winter Social, at

3:00pm at a place to be decided by the Board.

Section 5. General Meetings: Notice of general meetings shall

be given in writing 5 times a year via

email. Additional meetings may be scheduled at the discretion of

the Board.

Section 6. Quorum and Voting: Those members present at an ann

ual or general meeting constitute a

quorum. Action is taken by an affirmative vote of the majority

of the members present, but should consist of

at least

two

-thirds of the members of the board, unless these bylaws or t

he applicable law provides

differently.

Section 7. Proxy Voting: There shall be no voting by p

roxy

at general membership meetings.

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ARTICLE V: OFFICERS

Section 1. Title: The officers of the Corporation shal

l be President, Vice President, Past President,

Treasurer, Secretary, Webmaster, Membership Secretary and List Serv

e Manager.

Section 2. Election: The officers of the corporation shal

l be elected by a majority vote of all members

present at the January Winter Social. The WCA officer posts are a mi

nimum of a one year commitment with

the option of serving longer. An officer may be re-elected wit

hout limitations on the number of terms that

s/he may serve. The term of Past-President shall be for one year f

ollowing the officer's term as President. Only

a board member may run for the office of President.

Section 3. Vacancies: If the President resigns before the upcomin

g Winter Social, any board member

may be nominated to fill the post for the remainder of the year

. Vacancies due to resignation of all other

elected officers shall be filled by a simple majority vote of th

e remaining board. Terms of office filled due to

vacancy by resignation will run until the upcoming January gen

eral meeting (Winter Social) at which time the

position may be filled by the regular election procedure. Any

WCA Member may run for a board position with

the exception of the position of President, and must attend t

he Winter Social in order to be nominated by any

member, seconded by any other member, and voted in by ballot pr

ocedure of all members present. The

winners of all contested elections are determined by the simple majo

rity result of a ballot vote of all members

present at the January Winter Social. Uncontested candidates may be vo

ted in to their chosen position by

hands raised in a simple majority response to being named along

with "All in favor?" or "Any opposed?" called

out by any board member currently serving as an officer.

Section 4. President: The President shall designate on reasonabl

e notice, the time and place of all

Board Meetings. The President shall preside over all meetings

of the membership and of the Board of

Directors. The President shall appoint such committees as may s

eem necessary or desirable and shall be an ex-

officio member on all standing committees. The President shall

in general perform the usual duties pertaining

to his/her office.

Section 5. Vice President: The Vice President shall act as an ai

d to the President and shall perform the

duties of the president in his/her absence. The Vice President

becomes President after expiration of the

current presidency.

Section 6. Secretary: The Secretary shall attend all general and

Board meetings and shall keep and

maintain records of all proceedings of the Board of Directors

and general meetings. The Secretary shall cause

the minutes to be distributed to the Board in a timely fashio

n after each meeting. The Secretary shall keep and

maintain the files and records of the Corporation and shall per

form such other duties as are incident to the

office of secretary.

Section 7. Treasurer: The treasurer shall be responsible f

or all fiscal matters of the Corporation and

shall maintain adequate books and records which accurately reflect t

he operations of the Corporation and its

assets and liabilities. The Treasurer shall also prepare or cause

to be prepared all quarterly, annual and such

reports and/or tax forms as ordered by law, and shall perform

such duties as are incident to the office of

treasurer.

Section 8. List Serve Manager: The List Serve Manager works clo

sely with the Membership Secretary to

track and informs members of upcoming meetings, proposed votes

, and distributes via email, online

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newsletters, bulletins and notifications regarding website up

dates and WCA Board reports as needed. The List

Serve Manager shall give notice of all meetings of the Board of

Directors whenever required.

Section 9. Membership Secretary: The Membership Secretary may p

rocess annual membership

payments, tracks annual membership, and provides contact information

for members to the list serve

manager.

Section 10. Webmaster: The Webmaster maintains the WCA website, makin

g changes and

improvements as needed.

ARTICLE VI: BOARD OF DIRECTORS

Section 1. Duties: The affairs of the Corporation shall b

e managed by its Board of Director

s.

Section 2. Chair: The President of the WCA shall act as ch

airperson to conduct meetings and perform

other duties imposed on her/him by the Board.

Section 3. Members at Large: Up to five Board Members At Large may

be appointed as needed by the

WCA Board. They shall attend at least four board meetings per

year. The term of office shall be one year.

Vacancy of an at-large board member position may or may not be f

illed at the discretion of the board.

Section 4. Number: The number of the Board of Directors shal

l consist of a minimum of seven officers

including board members at large.

Section 5. Term: Board members may be elected without limitatio

ns on the number of terms he/she

may serve.

Section 6. Removal: Removal from the Board of Directors shall be c

aused by a unanimous vote of the

other Board Members.

Section 7. Quorum and Voting: All decisions of the Boar

d of Directors shall be by majority vote. A

quorum shall consist of a minimum

two

-thirds of the members of the board.

Section 8. Board Meetings: Regular meetings of the Board of

Directors shall be held at a time and place

to be determined by the Board of Directors. The Board shall mee

t a minimum of 5 times per year at the

discretion of the President.

ARTICLE VII: COMMITTEES

Section 1. The Board of Directors may establish committees as i

t deems necessary and desirable. Such

committees may carry out functions for the Board of Directors

or may be advisory committees.

ARTICLE VIII: INDEMNITY OF OFFICERS AND DIRECTORS

This corporation will indemnify its officers and directo

rs to the fullest extent allowed by Washington

Law.

ARTICLE IX: AMENDMENTS TO BYLAWS

These Bylaws may be amended by an affirmative vote of 2/3 of the mem

bers present at the meeting of

the general membership where the amendment is presented. This meeting s

hall be announced by the List

Serve Manager via email at least two weeks in advance.