Constitution

ARTICLE I NAME

The name of the Society is "Greater Vancouver Weavers’ and Spinners’ Guild" and shall be a non-profit organization.

ARTICLE II PURPOSES

The purposes of the Society shall be:

  1. To promote, encourage and improve the art and craft of weaving and spinning.
  2. To provide an opportunity for the sharing of knowledge, skills and ideas among the members of the Society.
  3. To emphasize the importance of achieving and maintaining the highest possible standards of excellence in all work.
  4. To collect current literature and other materials relating to the art and craft of weaving, spinning and dyeing and to make these available to all members of the Society.

BY-LAWS

ARTICLE I MEMBERSHIP

  1. Members — shall receive the Society Newsletter; have access to all meetings and programs with full voting privileges; may participate in intra-Society exhibitions, workshops, competitions and sales; and are entitled to use the Society library and to rent the Society looms and other equipment.
  2. Honorary Life Member — may be awarded for outstanding service by a two-thirds vote of the Directors. An honorary membership carries all the privileges of membership with exemption from payment of dues.
  3. The members of the Society are the applicants for incorporation of the Society, and those persons who subsequently have become members, in accordance with these bylaws and, in either case, have not ceased to be members.
  4. A person may apply to the Directors for membership in the Society and on acceptance by the Directors shall be a member.
  5. Every member shall uphold the constitution and comply with these bylaws.
  6. A person shall cease to be a member of the Society:
    1. by delivering her resignation in writing to the secretary of the society or by mailing or delivering it to the address of the Society;
    2. on her death or in the case of a corporation on dissolution;
    3. on being expelled; or
    4. on having been a member not in good standing for 12
      consecutive months.
    1. A member may be expelled by a special resolution of the members passed at a general meeting.
    2. The notice of special resolution for expulsion shall be accompanied by a brief statement of the reason or reasons for the proposed expulsion.
    3. The person who is the subject of the proposed resolution for expulsion shall be given an opportunity to be heard at the general meeting before the special resolution is put to a vote.

ARTICLE II DUES

  1. A schedule of fees for all members shall be drawn up by the Directors and presented to the membership for approval. With the approval of the membership, this schedule may be altered from time to time as required.
  2. Membership fees shall be due and payable between June and September of each year and a discount may be authorized for early payment.
  3. All members are in good standing except a member who has failed to pay her current annual membership fee or any other subscription or debt due and owing by her to the Society and she is not in good standing so long as the debt remains unpaid.
  4. The names of such delinquent members shall be deleted from the membership list and distribution of the Newsletter shall be discontinued.

ARTICLE III OFFICERS

  1. The president, vice-president (who shall be president-elect), recording secretary, past president and treasurer shall be Directors of the Society.
  2. The number of Directors shall be 5 or a greater number determined from time to time at a general meeting.
  3. The Directors are authorized to create such ad hoc Committees as may from time to time be required.
    1. The Directors may exercise all the powers and do all the acts and things that the Society may exercise and do, and which are not by these bylaws or by statute or otherwise lawfully directed or required to be exercised or done by the Society in general meeting, but subject, nevertheless, to
      1. all laws affecting the Society
      2. these bylaws; and
      3. rules, not being inconsistent with these bylaws, which are made from time to time by the Society in general meeting.
    2. No rule, made by the Society in general meeting, invalidates a prior act of the Directors that would have been valid if that rule had not been made.
    1. The Directors shall retire from office at each annual general meeting when their successors shall be elected.
    2. Separate elections shall be held for each office to be filled.
    3. An election may be by acclamation, otherwise it shall be by ballot.
    4. If no successor is elected the person previously elected or appointed continues to hold office.
    1. The Directors may at any time and from time to time appoint a member as a Director to fill a vacancy in the Directors.
    2. A Director so appointed holds office only until the conclusion of the next following annual general meeting of the Society, but is eligible for re-election at the meeting.
    1. If a Director resigns his office or otherwise ceases to hold office, the remaining Directors shall appoint a member to take the place of the former Director.
    2. No act or proceeding of the Directors is invalid only by reason of there being less than the prescribed number of Directors in office.
  6. The members may by special resolution remove a Director before the expiration of his term of office, and may elect a successor to complete the term of office.
  7. No Director shall be remunerated for being or acting as a Director but a Director shall be reimbursed for all expenses necessarily and reasonably incurred by him while engaged in the affairs of the society.
    1. The President shall preside at all meetings of the Society and of the Directors.
    2. The President is the chief executive officer of the Society and shall supervise the other officers in the execution of their duties.
  9. The Vice-President shall carry out the duties of the president during her absence.
  10. The Recording Secretary shall:
    1. keep minutes of all meetings of the Society and Directors;
    2. have custody of all records and documents of the Society except those required to be kept by the Treasurer and Membership Convenor.
  11. The Corresponding Secretary shall attend to all correspondence.
  12. The Treasurer shall be responsible for all dues and for receipts from any other source, all of which shall be deposited in an Accredited Financial Institution, and all cheques for the payment of any money shall be signed by any two of the five Directors.
  13. A Directors meeting shall be held before each general meeting or may be called at any time at the discretion of the President.
  14. The Directors may from time to time fix the quorum necessary to transact business, and unless so fixed the quorum shall be a majority of the Directors then in office.
  15. The first Directors meeting after the Annual General Meeting shall be called by the retiring president as soon as possible and shall be a joint meeting of the retiring and the newly elected Directors.
  16. No member of the Society shall spend any money on behalf of the Society unless authorized to do so in a written statement signed by the President and approved by the Directors.
  17. All publicity for the Society must be referred to the Publicity Convenor and to the Directors for approval before publication.
  18. The Standards Committee shall be a committee of three members consisting of the convenor who will appoint two or more committee members as needed. The duties of the Standards committee shall be:
    1. To serve as an educational committee for the Society.
    2. All work for which the label or tag of the Society is desired shall be placed before the Committee.
    3. Before any work is judged, the name of the maker is to be removed or covered over.
    4. Work rejected shall always be accompanied by a written statement, giving reasons for rejection and suggestions for improvement of the work. Work rejections may be re-submitted at any time after improvement has been made.
    5. All weaving submitted by members for exhibition sponsored by the Society must bear the Society label or have won an award at any major exhibition or competition recognized by the Society.
  19. The Membership Convenor shall maintain the register of all members.

ARTICLE IV BORROWING

  1. In order to carry out the purposes of the Society the Directors may, on behalf of and in the name of the Society, raise or secure the payment or repayment of money in such manner as they decide and in particular but without limiting the generality of the forgoing, by the issue of debentures.
  2. No debenture shall be issued without the sanction of a special resolution.
  3. The members may by special resolution restrict the borrowing powers of the Directors but a restriction so imposed expires at the next annual general meeting.

ARTICLE V ELECTIONS

  1. Elections shall be held at the annual general meeting.
  2. The Nominations Committee shall be appointed by the President and shall consist of no fewer than two Active Members of the Guild who are not Officers of the Society.
  3. Two months prior to the annual general meeting nomination forms shall be distributed to all Active Members who may nominate for office any Active Member in good standing. These forms shall be returned to the Recording Secretary in person or by mail on or before one month prior to the annual general meeting. The recording secretary shall hand all forms received to the Convenor of the Nominations Committee.
  4. The Nominations Committee shall contact all persons who have been nominated in order to obtain their consent to stand for election and shall then draw up a slate of such Active Members in good standing who are willing to stand for election and submit this to the membership for a vote at the annual general meeting.
  5. Additional nominations may be made from the floor at the annual general meeting by any Active Member in good standing, provided that the person nominated is willing to serve.
  6. Directors of the Society shall take office at the conclusion of the annual general meeting. Re-election to a second term is permitted for four successive years but no one shall be eligible for election again until after an interval of two years.

ARTICLE VI MEETINGS

  1. The first annual general meeting of the Society shall be held not more than 15 months after the date of incorpora¥tion and after that an annual general meeting shall be held at least once in every calendar year and not more than 15 months after the holding of the last preceding annual general meeting.
  2. A general meeting shall be held monthly, with the exception of July and August. 14 days written notice of a general meeting shall be given to every member shown on the register of members on the day notice is given.
  3. A special general meeting may be called at any time at the discretion of the Directors.
    1. A member in good standing present at a meeting of members is entitled to one vote.
    2. Voting is by show of hands.
    3. Voting by proxy is not permitted.
  5. In case of an equality of votes, the Chairman of the meeting shall cast the deciding vote.
  6. A quorum at all general meetings shall consist of twenty-five per cent of the Active Members recorded as paid-up members as of the date of the general meeting but never less than 3 members.

ARTICLE VIII DISSOLUTION

In the event of winding up or dissolution of the Society the funds and assets of the Society remaining after the satisfaction of its debts and liabilities shall be given or transferred to an organization with similar purposes.

ARTICLE VIII AMENDMENTS TO BY-LAWS

These by-laws may be amended, altered, added to, changed or repealed in whole or in part and new by-laws adopted in lieu of all or any part thereof by 75% of the Active Members present at any regular meeting after having been presented in writing and read at one meeting prior to voting pursuant to Sections 20 and 23 of the Societies Act and definition of
special resolution.

Revised Constitution, 1995

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