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March 2002 NYCCG Inc. By-Laws

New York City Crochet Guild, Inc. By-Laws Issue Date: March 2002
CHAPTER ONE --ORGANIZATION
1.1 Name --The name of this nonprofit membership corporation is New York City Crochet Guild, Inc. It is established under the laws of the state of New York. In these Bylaws this corporation is called the NYCCG.
1.2 Purposes – The Corporation is formed for the purposes of providing cultural, social, and physical development of the Art of Crochet. Members hereof contributing their time and talents for the realization thereof. The members mutually desire by reason of their benevolent and charitable impulse to provide a creative outlet for the furtherance of Crochet for the benefit of the public, preserve the art of crochet, sponsor exhibits, encourage community participation, provide speakers, plan and implement lectures for cultural awareness and appreciation of the art of crochet, and conduct any and all lawful activities, which may be useful in accomplishing the foregoing purposes. Nothing herein shall authorize the corporation to operate or maintain a library, museum or historical society or to own or hold collections.
1.3 Domain and Fiscal Year --The domain of the NYCCG shall be the United States of America, its territories and possessions. The fiscal year of the NYCCG shall begin January 1 and end December 31.
1.4 Offices --The NYCCG will maintain its main correspondence address at P. O. Box 4228, Grand Central Station, New York, New York, 10163 and at NYCCrochetGuild@ juno. com.

CHAPTER TWO --MEMBERSHIP
2.1 General Provisions, Rights and Duties --All members of the NYCCG in good standing shall have and may exercise and use all rights and privileges of her or his category of membership conferred by law or granted by the provisions of these Bylaws. All members in good standing shall have their names and states of residence published, if they so desire, in any membership listing of the NYCCG and shall receive the newsletter. They shall also receive other documents and literature from the NYCCG including Bylaws, upon request, and under terms, which the respective governing boards shall fix.

2.2 Membership Types --The NYCCG shall maintain three types of memberships: Individual, Youth and Honorary, as described below.
2.21 Individual --Any person interested in, or actively promoting, crochet and paying all dues and obligations to the NYCCG shall be an Individual member entitled to one vote and to run for office.
2.22 Youth --Any person aged 22 years and under and a full-time student. A youth member is not entitled to vote or hold office.
2.23 Honorary --The Board of Directors may vote to confer honorary membership upon any individual who has made an outstanding contribution to the NYCCG and/ or CGOA in the art or practice of crochet. An Honorary member is not entitled to vote or hold office in the NYCCG, unless they also maintain another type of membership.
2.3 Applicants --Every applicant for membership shall agree to comply with these Bylaws and to accept the rights, privileges, duties, responsibilities, obligations and liabilities applicable by law and set forth herein. Application for membership shall be made on a form provided by the NYCCG and accompanied by dues by cash, check or money order for the current year.

2.4 Good Standing --To be in good standing in the NYCCG, members must have paid all dues and other obligations due to the NYCCG and the CGOA and any of its component organizations in which they are members.
2.5 Termination of Membership --Membership shall be terminated: (1) by written resignation from the NYCCG, (2) by default in payment of obligations to the NYCCG or its components under the conditions prescribed in these Bylaws, (3) for violation of any laws governing the NYCCG or its components or for violation of the ethics set forth in these Bylaws, and (4) by the death of the individual holding the membership. Any property of the NYCCG shall be returned to its offices within sixty days of the termination.

2.6 Amendments to Membership Provisions --Changes in membership eligibility or qualifications set forth in these Bylaws shall not be retroactively applied.

CHAPTER THREE --DUES, FEES AND ASSESSMENTS
3.1 Dues --The members at any annual meeting which has a quorum present may establish and fix annual dues for all levels of membership. Dues shall cover a calendar year and shall be due and payable at the expiration of their membership. Every member who has not paid dues for the calendar year within sixty (60) days of its commencement shall not be in good standing.

3.2 Fees – The Board of Directors may set any applicable fees, and may adjust them to reflect reasonable increases in administrative costs. Non-members may participate in NYCCG functions upon payment of the appropriate guest fees.

CHAPTER FOUR --MEMBERSHIP MEETINGS
4.1 Annual Meeting --There shall be an annual membership meeting of the NYCCG. Its time and place shall be determined by the Board of Directors not less than thirty (30) days before the meeting. The Corresponding Secretary shall notify every member of the time and place at which the meeting will be held and the business to be transacted there. No failure in, or irregularity of, notice of a membership meeting shall invalidate either the meeting or the actions taken at the meeting or as a result of a meeting.
4.2 Quorum --At the annual meeting of the NYCCG a quorum shall be half of the current members in good standing.

4.4 Voting at Meeting --All members shall be entitled to cast one vote on any issue presented to the members for vote. The only methods of voting permitted are: voice vote, standing vote, roll call or secret ballot.
CHAPTER FIVE --DIRECTORS
5.1 Directors --The number of directors on the Board of Directors shall be seven (7) directors. The Board of Directors shall consist of the past president, president, first vice president, second vice president, recording secretary, corresponding secretary and treasurer elected by the members. The number of directors and manner of electing or designating the directors shall be determined by resolution of the Board of Directors from time to time. Directors need not be residents of New York.

5.2 Annual Meeting --The annual meeting of the Board of Directors of the corporation shall be held within one month of the annual membership meeting held pursuant to Section 4.1 and at such place as may be designated by the Board of Directors; five (5) days' prior written notice thereof shall be given to all Directors of the NYCCG.

5.4 Special Meetings --Special meetings of the Board of Directors may be called by or at the request of the president or any two directors. The person or persons authorized to call special meetings of the Board may fix any place as the place for holding any special meeting of the Board called by them.
5.5 Notice --Notice of any special meeting of the Board of Directors shall be given to each member of the Board of Directors at least five (5) days prior to such meeting. No special meeting of directors may remove a director unless written notice of the proposed removal is delivered to all directors at least five (5) days prior to such meeting.

5.6 Quorum --Fifty (50%) percent of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, provided that if less than fifty (50%) percent of the directors are present at said meeting, a majority of the directors present may adjourn the meeting to another time without further notice.

5.7 Manner of Acting --The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by statute, these by-laws, or the articles of incorporation. No director may act by proxy on any matter.
5.8 Vacancies --Any vacancy occurring in the Board of Directors or any directorship to be filled by reason of an increase in the number of directors shall be filled by the Board of Directors unless the articles of incorporation, a statute, or these by-laws provide that a vacancy or a directorship so created shall be filled in some other manner, in which case such provision shall control. A director elected or appointed, as the case may be, to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.

5.9 Resignation and Removal of Directors --A director may resign at any time upon written notice to the Board of Directors. A director may be removed with cause, as specified by statute.
5.10 Informal Action by Directors --The authority of the Board of Directors may be exercised without a meeting if a consent in writing, setting forth the action taken, is signed by all of the directors entitled to vote.
5.11 Committees --The Board of Directors, by resolution adopted by a majority of the directors in office, may designate one or more committees each of which will consist of one or more directors and such other persons as the Board of Directors designate.

CHAPTER SIX --OFFICERS AND CHAIRPERSONS
6.1 Officers --The six (6) officers of the NYCCG shall be a president, a first vice president, a second vice president, a recording secretary, a corresponding secretary and a treasurer. The officers to be elected at any annual meeting shall be nominated by the Board of Directors, and approved by a majority vote of the members at such annual meeting.

6.2 Chairpersons --There shall be six (6) Chairpersons holding the positions, respectively, of Special Events, Fundraising, Resource Center Manager, Newsletter Editor, Nominating, and Public Relations. The chairpersons shall be elected by the Board of Directors.
6.3 Terms --The terms of officers and chairpersons elected at the annual meeting shall commence immediately at the adjournment of such meeting. A term shall be one (1) year in length.
6.4 General Duties --All officers and chairpersons shall submit monthly reports detailing their activities to the president. All officers, chairpersons and directors shall on expiration of their terms surrender all NYCCG property in their possession to the current or newly elected president, except the treasurer, recording secretary and corresponding secretary who shall deliver all property in their possession as provided in Section 6.5. All officers and chairpersons shall assume such other duties as shall be specified for them by the Board of Directors.

6.5 Duties of the Officers --The elected officers shall perform the specific duties assigned to their offices as follows and in addition shall perform specific tasks which may be assigned to them by the Board of Directors.
6.51 Duties of the President --The president shall be chairperson of the Board of Directors and an ex-officio member of all committees except the committee on nominations. She or he shall present the applications of components and professional members to the officers. She or he shall preserve all letters, papers and transactions of the NYCCG.

6.52 Duties of the First Vice-President --In the absence of the president, the vice president shall assume the duties of the president. She or he shall solicit members and develop and maintain an accurate, current registry of members, past, present, and prospective. Also shall produce and provide mailing labels to all other functions of the NYCCG involving members at the direction of the President. In the event of a vacancy occurring in the office of the president, the vice president shall serve as president until the adjournment of the next membership meeting or until her or his successor is elected.

6.53 Duties of the Second Vice-President --In the absence of the first vice president, the second vice president shall assume the duties of the first vice president. She or he shall also assume such duties assigned to her or him by the Board of Directors, including CGOA liaison, mentor for beginners and intermediate crocheters. In the event of a vacancy occurring in the office of the first vice president, the second vice president shall serve as first vice president until the adjournment of the next membership meeting or until her or his successor is elected.

6.54 Duties of the Recording Secretary --The recording secretary shall keep the minutes of all meetings of the NYCCG, of the Board of Directors, and officer meetings. She or he shall create and mail to all officers and directors a synopsis of the monthly reports. She or he shall deliver to her or his successor within one month after the membership meeting all NYCCG property in her or his possession. She or he shall have custody of the corporate seal.
6.55 Duties of the Corresponding Secretary --The corresponding secretary shall draft and mail letters, answer e-mails, and solicit instructors for workshops and/ or any advertisement or articles for the newsletter. In the event that the recording secretary is unable to make a monthly meeting, the corresponding secretary shall take the minutes. She or he shall deliver to her or his successor within one month after the membership meeting all NYCCG property in her or his possession. She or he shall have custody of the corporate seal.

6.56 Duties of the Treasurer --The treasurer shall collect, receive, and have charge of all funds of the NYCCG; shall have deposited such funds in a bank designated by the Board of Directors; and shall provide for the expenditure of such funds. She or he shall report to the Board of Directors the financial standing of the NYCCG whenever requested to do so and make a full report to the membership at each annual membership meeting. Her or his accounts shall be audited annually by a nonmember certified public accountant approved by the Board of Directors. The retiring treasurer shall within one month of the close of the annual meeting deliver to the treasurer all money, vouchers, books, and papers of the
NYCCG in her or his custody.
6.6 Duties of the Chairpersons --The elected chairpersons shall perform the specific duties assigned to their offices as follows and in addition shall perform specific tasks which may be assigned to them by the Board of Directors.
6.61 Public Relations --Maintain a regular schedule of sending press releases to any and all media that might be of interest to crocheters to inform them of the organization and post to relevant web sites.

6.62 Newsletter Editor --Edit and publish the NYCCG newsletter monthly assuring that the style and content are consistent with the purpose of the organization as stated in these By-Laws. To inform regular contributors of deadlines, to mail out advertising information and to mail requested information to readers. To maintain copies of past newsletters suitable for reprinting needs. To write thank you letters to contributors. The corresponding secretary may also assist in this regard.
6.63 Resource Center Manager --Maintain the NYCCG collection of books and magazines. Catalog them for easy reference and for borrowing. Oversee the process of books being borrowed and develop ways to solicit and obtain more books on an on-going basis.
6.64 Nominating --Interview candidates and make recommendations to board of directors to fill vacancies; present slate of officers and chairpersons at annual conference.

6.65 Fundraising --Research sources of funds; obtain, complete and submit grant applications; send fundraising letters and follow-up.

CHAPTER SEVEN --INDEMNIFICATION
7.1 Indemnification in Actions Other Than By or in The Right of the NYCCG --The NYCCG may indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the NYCCG) by reason of the fact that he or she is or was a director, officer, chairperson, employee or agent of the NYCCG, or is or was serving at the request of the NYCCG as a director, officer, chairperson, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the NYCCG, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the NYCCG or, with respect to any criminal action or proceeding, that the person had reasonable cause to believe that his or her conduct was unlawful.

7.2 Indemnification in Actions By or in The Right of the NYCCG --The NYCCG may indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the NYCCG to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, chairperson, employee or agent of the NYCCG, or is or was serving at the request of NYCCG, as a director, officer, chairperson, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or
settlement of such action or suit, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the NYCCG, provided that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the NYCCG, unless, and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.

7.3 Right To Payment of Expenses --To the extent that a director, officer, chairperson, employee or agent of the NYCCG has been successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to in Sections 6.1 and 6.2 of these by-laws or in defense of an claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith.
7.4 Determination of Conduct --Any indemnification under Sections 7.1 and 7.2 of these by-laws (unless ordered by a court) shall be made by the NYCCG only as authorized in the specific case, upon a determination that indemnification of the director, officer, chairperson, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Sections 7.1 and 7.2 of these by-laws. Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of Board of Directors members who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or even if obtainable, if a quorum of disinterested Board of Directors members so directs, by independent legal counsel in a written opinion.

7.5 Payment of Expenses in Advance --Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the NYCCG in advance of the final disposition of such action, suit or proceeding, as authorized by the Board of Directors in the specific case, upon receipt of an undertaking by or on behalf of the director, officer, chairperson, employee or agent to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by the NYCCG as authorized in this Chapter.

7.6 Indemnification Not Exclusive --The indemnification provided by this Chapter shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaws, agreement, vote of disinterested Board of Directors members, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, chairperson, employee or agent, and shall inure to the benefit of the heirs, executors and administrators of such a person.

7.7 Insurance --The NYCCG may purchase and maintain insurance on behalf of any person who is or was a director, officer, chairperson, employee or agent of the NYCCG, or who is or was serving at the request of the NYCCG as a director, officer, chairperson, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the NYCCG would have the power to indemnify such person against such liability under the provisions of this Chapter.
7.8 References To the NYCCG --For purposes of this Chapter, references to the "NYCCG" shall include, in addition to the surviving NYCCG, any merging NYCCG (including any NYCCG having merged with a merging NYCCG) absorbed in a merger which, if its separate existence had continued, would have had the power and authority to indemnify its directors, officers, chairperson, employees or agents, so that any person who was a director, officer, chairperson, employee or agent of such merging NYCCG, or was serving at the request of such merging NYCCG as a director, officer, chairperson, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Chapter with respect to the surviving NYCCG as such person would have with respect to such merging NYCCG if its separate existence had continued.

7.9 Other References --For purposes of this Chapter, reference to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the NYCCG" shall include any service as a director, officer, chairperson, employee or agent of the NYCCG which imposes duties on, or involves services by such director, officer, chairperson, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries. A person who acted in good faith and in a manner he or she reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the NYCCG" as referred to in this Chapter.

CHAPTER EIGHT --PROPERTY, INVESTMENTS, ACCOUNTING AND FUNDS
8.1 General Finance Powers --In furtherance, but not in limitation, of the powers conferred upon it by the articles of incorporation and amendments thereto, the NYCCG may carry on its business and exercise its corporate powers as a professional, artistic and educational society within the limits of the state of New York and beyond, and may take and acquire real property and personal property to advance its objects by purchase, lease, gifts, devise, bequest or otherwise, and may exercise all of its legal rights relating to such property and the proceeds and income from them.

8.2 Title --All title to, and interest in, the real, personal, and intangible property of the NYCCG imposed, granted, and conferred by the laws of the state of New York and by these Bylaws is vested and shall remain solely with the NYCCG; no member shall have any right, title, or interest in such property at any time.

8.3 Dividends --Unexpended and unencumbered income in a fund at the close of a fiscal year shall be used only to further the objects of the NYCCG, safeguard its future, and perfect its members in the art and practice of crochet, and shall never be distributed as dividends to the membership.
8.4 Inspection --Correspondence, books of account, and records of the NYCCG shall be open at the main offices during the NYCCG's regular business hours to the inspection of any member in good standing.
8.5 General Limitations --No officer, director, chairperson, member, or agent of the NYCCG shall have any right, authority or power to expend any money of the NYCCG, to incur liability for and in its behalf, or to make any commitment that will or may be deemed to bind or involve the NYCCG in any expense or financial liability, unless such expenditure, liability or commitment has been authorized and budgeted by the Board of Directors or by a specific resolution at a duly called meeting of the officers, except that the Board of Directors may provide for the adjustment and reallocation of accounts within the overall approved budget and for increased expenditures balanced by increased revenues.
8.6 Checks --All checks drawn against the accounts of the NYCCG for more than $50.00 shall require the signature of two (2) Board of Directors members.

8.7 Distribution of Assets upon Dissolution --The assets of the NYCCG shall be applied and distributed in the process of dissolution as follows: (a) all liabilities and obligations of the NYCCG shall be paid, satisfied and discharged, or adequate provision shall be made therefore; (b) assets held by the NYCCG upon condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred or conveyed in accordance with such requirements; (c) assets held for a charitable use, but not held upon a condition requiring return, transfer or conveyance by reason of the dissolution solution, shall be transferred or conveyed to one or more domestic or foreign corporations, societies or organizations engaged in activities substantially similar to those of the NYCCG, pursuant to a plan of distribution; (d) to the extent that the articles of incorporation or bylaws determine the distributive rights of members, or any class or classes of members, or provide for distribution to others, other assets if any, shall be distributed in accordance with such provisions; (e) any remaining assets may be distributed to such societies, organizations or domestic or foreign corporations, whether for profit or not for profit, as may be specified in a plan of distribution.

CHAPTER NINE --AMENDMENTS AND INTERPRETATIONS OF BYLAWS
9.1 Amendments at Annual Meetings --These Bylaws may be amended at any annual meeting of the NYCCG by an affirmative vote of not less than two-thirds of all delegates and members voting; provided that the Secretary shall have sent to each member in good standing notice of the proposed amendment and a notice of the meeting at which it is to be voted on. Every proposed amendment must be sponsored by the Board of Directors, the officers or by a written petition signed by at least 10% of the Individual members in good standing. All proposed amendments must be received by the Secretary not less than sixty (60) days before the day on which the annual meeting at which the proposal will be voted on commences.

9.2 Amendments by the Board of Directors --Within the following limitations, the Board of Directors may by voting in person at a special meeting or by unanimous written consent amend these Bylaws to forward the objects and facilitate the activities of the NYCCG or to eliminate from these Bylaws any inconsistency with Federal or State laws, Articles of Incorporation, or these Bylaws themselves. Written consents must be mailed thirty days before the proposal is to be voted upon.
9.3 Limitations to Board of Directors Amendments --The Board of Directors may not amend these Bylaws to:

9.31 increase the power of the Board of Directors or change the name or purposes of the NYCCG;
9.32 change the membership or qualifications therefore,
9.33 change the governance; the conditions of affiliations; the terms of office or the manner of election of its officers and directors;

9.34 lessen or diminish the rights of any member;
9.35 increase the fees, dues or other financial liability of any member, unless the Board of Directors is authorized to do so elsewhere in these Bylaws;

9.36 lessen or weaken the safeguarding of the money, special funds or investments and other property of the NYCCG or the limitations placed on its expenditures or to incur indebtedness;
9.37 change the provisions regarding gifts, advertising, the inspection of records or the requiring of advice of legal counsel.

9.4 Revisions --From time to time and without further action of the NYCCG, the Secretary shall rearrange, retitle, and renumber the various chapters and actions as needed for proper reference.
9.5 Exempt Activities --Notwithstanding any other provisions of these by-laws, no Board member, officer, or member shall take any action or carry or any activity by or on behalf of the NYCCG not permitted to be taken or carried by an organization exempt from Federal Income Tax under Code Section 501( c) as organization described in Code Section 501( c)( 3).

9.6 Parliamentary Authority --The rules contained in the most current edition of Robert's Rules of Order Newly Revised shall govern the NYCCG in all cases to which they are applicable and in which they are not inconsistent with the laws of the State of New York, the certificate of incorporation of the organization, these bylaws, and any special rules of order, which the NYCCG may adopt.

9.7 Interpretation of Bylaws --These Bylaws shall be interpreted according to the laws of the state of New York.

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