Bylaws

BYLAWS OF PUDDLETOWN KNITTING GUILD

ARTICLE I - NAME AND PURPOSE

1. This organization shall be known as PUDDLETOWN KNITTERS GUILD, a non-profit local guild in Portland, Oregon.
2. The purpose of PUDDLETOWN KNITTERS GUILD is to encourage and support the ongoing development of skills and creativity in knitting by providing fellowship and educational opportunities to all members.

ARTICLE II – MEMBERSHIP

Any person who is interested in joining this Guild may become a member by payment of annual dues, scholarship or gifted membership.
1. Current dues paying members have full access to Guild events, the Guild website, may sit in on Board of Director monthly meetings, and may partake in all Guild functions.

Members are encouraged to volunteer as their time and abilities allow.
Members may bring a motion to hold a vote of non-confidence of any Board Member to the Board in a regularly scheduled Guild Membership meeting. The vote of non-confidence will be held at the next regularly scheduled Guild Membership meeting.
Members will comport themselves in accordance with the mission of the guild.

ARTICLE III - OFFICERS

1. The management of the affairs of the organization shall be vested in a Board of Directors. The Board of Directors shall set policy in accordance with these bylaws. The Board of Directors shall have, at minimum, five (5) elected officers, consisting of the President, Vice President, Secretary and/or Treasurer and, at a minimum one (1) At Large Board member(s).
1a. The offices of Secretary and Treasurer may be combined. If the offices of Secretary and Treasurer are combined, there shall be a minimum two (2) At Large Board members.
1b. More At Large Board members may be added as the Guild evolves.
2. The Board of Directors shall meet as the President directs, or at the call of the majority of the members of the Board of Directors. *
3. A majority (fifty percent plus one) of the Board of Directors shall constitute a quorum for the transaction of business at any meeting. In the event of a split vote, the President shall cast the deciding vote.
4. When a Board member is absent without notice from three (3) consecutive regular Board meetings, the office shall be declared vacant.
4a. Vacancies on the Board of Directors shall be filled by appointment by the President with majority approval of the Board.
4b. A Board member may be removed by a majority vote of the Board. Grounds for removal include neglect of office (as defined in Article III, Section 4) , nonfeasance, misfeasance, or malfeasance.

ARTICLE IV – TERMS AND DUTIES

1. With the exception of the role of President and Vice President, all Board Members will serve a two (2) year term.
2. The PRESIDENT shall preside at all meetings of the Guild membership and all meetings of the Board of Directors. The President, with the advice and consent of the Board of Directors, shall appoint any standing committees to be established by the Guild. The President, with the advice and consent of the Board of Directors, shall be authorized to sign any and all communications, documents, etc., on behalf of the Guild.\
3. The VICE PRESIDENT shall attend all meetings and preside at the meetings when the President is absent. At the end of the President’s term, the board will recommend to the membership that the Vice President be elected President the following year.
4. The SECRETARY shall keep minutes of meetings of the Board of Directors and any official business taking place during a membership meeting.
5. The TREASURER shall keep an accurate and continually updated list of current dues paying members. The Treasurer shall receive and disburse all monies and keep an accurate accounting of all financial transactions to be presented at all meetings of the Board. The Treasurer shall be responsible for maintaining the Guild checking account. Financial reports shall be available to members quarterly.
6. IMMEDIATE PAST BOARD MEMBERS are encouraged to inform and advise the board and/or committees to maintain continuity and ease transition for new board members.
7. Committee Chairs shall have responsibilities and duties as assigned by the President and the Board of Directors.
8. No person may serve on the Board of Directors for more than three (3) consecutive terms.

ARTICLE V - COMMITTEES

1. Ad hoc committees may be formed as deemed necessary by the Board of Directors. The chair of each committee shall be appointed by the President, with the advice and consent of the Board of Directors.
2. The duties of the committee shall be defined by the Board of Directors.

ARTICLE VI – DUES

The Board of Directors shall be charged with the responsibility of establishing annual dues for its members.

ARTICLE VII – MEETINGS

1. The Board of Directors shall meet once a month to conduct Guild business and prepare for the monthly membership meeting.
2. Membership meetings will be held once a month. The Board of Directors shall have the authority to alter the monthly membership meeting time and place as circumstances make necessary. Notice of any such change in meeting time or place shall be communicated to the members prior to the monthly membership meeting, with the exception of extenuating circumstances such as weather, et al.
3. Quorum: Thirty (30) percent of the current dues paying Guild members shall constitute a quorum for a regular meeting of the members. One vote is allowed per current dues paying member attending the meeting.

ARTICLE VIII - ELECTIONS

1. The Board of Directors shall organize a nominating committee, chaired by a Board Member, for the purpose of nominating officers of the Guild for the next annual term, and such nominating committee shall be prepared to present its proposed slate of officers no later than the monthly meeting in October.
2. The Board of Directors shall be elected by the Guild members at the annual membership meeting in November. Elections will be by ballot, unless there is only one candidate for each position. In this case the ballot may be suspended at the discretion of the Board, and the candidates will be elected as a group in a voice vote as well as electronically for members joining online. Additionally, the election of a single candidate shall be held by voice vote of the majority present at a membership guild meeting, as well as electronically for members joining online.
3. The newly elected officers shall attend the Board of Directors monthly meeting for December and shall take office during the first board meeting of the new year.

ARTICLE IX - BYLAWS AMENDMENTS

These bylaws may be amended, repealed, and/or altered in part by a two-thirds (2/3) majority vote of those members present at a regularly scheduled monthly Guild meeting with a quorum of members. Notice of changes shall be communicated to members prior to the regularly scheduled Guild meeting.

ARTICLE X - PROCEDURE

The Board will strive for consensus. When the President determines consensus will not be possible, Robert”s Rules of Order or Martha’s Rules of Order shall govern all procedure and parliamentary matters of the Guild meetings.

ARTICLE XI - DISSOLUTION

1. The Board may, with authorization by a two-thirds (2/3) majority of the votes cast by the members present at a regular meeting, dissolve the Guild.
2. All proceeds from the sale of Guild property, as well as the final balance in the checking account, shall be donated to the non-profit organization currently partnered with the guild as our service project partner.

BYLAWS REVISION Draft January 31, 2024
SUBMITTED TO MEMBERSHIP on February 1, 2024
AMENDED: These bylaws have been amended by the Puddletown Knitters Guild on February 8, 2024

Sioux Van Kol
President of Puddletown Knitters Guild, 2024