OUR MISSION: To facilitate communication among glass artists, to encourage education and promote excellence in the glass arts.
 
 
 
 
 

                                          

 
As printed in the July, 2001 issue of Common Ground:
GLASS, and approved by the membership.

.

ARTICLE I. NAME AND LOCATION

Section 1
The name of this organization shall be the International Guild of Glass Artists, Inc., a nonprofit corporation incorporated in and under the laws of the State of Delaware, USA.

Section 2
The principal office of the Guild shall be in Wilmington, Delaware, USA and/or in such other localities as may be determined by the Board of Directors.


ARTICLE II. OBJECTIVES

Section 1
1. The objectives of the Guild shall be to promote the public appreciation of and understanding about glass art and the interests of the artists involved with the production of works of art wholly or partially in glass.

2. To provide the opportunity for exchange of experiences and opinions through discussion, study, publications, meetings, demonstrations, and expositions.

3. To acquire and disseminate data and information relative to glass technology, and to the uses and applications of glass as a decorative and architectural art form, including market trends.

4. To co-operate with other local, regional, national and international organizations and group in the common endeavor of promoting glass art.

5. To acquire and disseminate data and information on business and management problems of glass artists.

6. To represent members on questions affecting their financial, commercial and industrial interests.

7. To conduct or engage in all lawful activities in the furtherance of the foregoing purposes or incidental thereto.


ARTICLE III. MEMBERSHIP

Section 1
Membership in the Guild shall be open to any individual or organization actively engaged in the design and/or creation of works of art using glass as the primary material.

Section 2
The membership of the Guild shall consist of such categories with prescribed voting rights, as may be determined by the Board from time to time.

Section 3. Application for Membership
All applicants for membership shall complete and sign a form of application as provided by the Guild and submit it to the principal office of the Guild.

Section 4. Admission of Members
The Membership Chair, who will report matters to the Executive Committee, shall make decisions on admission of applicants for membership.

Section 5. Chapters
Membership Application Requirements
A. Any group that subscribes to the purposes of IGGA (ART.2, Sect.1) that has at least ten (10) IGGA members may be accepted as a Chapter. The group must submit to the Guild a formal application signed by its President and Secretary and approved by its Board of Directors, certifying:
  1. That the jurisdiction requested does not conflict with the jurisdiction of any existing Chapters.
  2. That the group will provide any glass artists within the requested jurisdiction the opportunity to also become members of their group.
  3. That it's Constitution and Bylaws will not conflict with the Constitution and Bylaws of the International Guild of Glass Artists, Inc.
B. The application shall be accompanied by a copy of the Constitution and Bylaws of the Proposed Chapter, and a list of names and addresses of the applicant's entire membership. The officers of the Local Chapter will normally consist of President, Vice President, Treasurer and Secretary.
C. Clarification may be asked for on various aspects of the operations of the proposed chapter. The decision of the Executive Committee will be final.
D. Continuing membership requires:
  1. The lists of officers and of membership of each Chapter must be submitted at least once each year in the month of January, and in any case, whenever requested by the International Guild of Glass Artists, Inc.
  2. The local IGGA Chapters must maintain proper financial records and keep track of dues owed to IGGA upon the appropriate date.
  3. The local Chapters must use the logos of, and relationship with, the IGGA in appropriate and agreed manners.

Section 6. Removal
1. The Board of Directors may remove members of any classification from membership for cause by two-thirds vote.
2. For any cause other than non-payment of dues, removal shall occur only after the members complained against have been advised of the complaint lodged against them and have been given reasonable opportunity for defense.
3. Such members, if removed, may appeal from the decision of the Board to the annual meeting of the organization, providing that notice of intent to appeal is provided to the Chairman of the Board of Directors at least ten (10) days in advance of the meeting.
4. Any change in employment, or professional status of a member that is incompatible with the membership requirements of the Guild shall be cause for termination of membership after a full review by the Executive Committee of the Board of Directors.

Section 7. Reinstatement
A lapsed member desiring a continuous membership record may be reinstated on showing proof of qualification and paying all dues in arrears. If a continuous membership record I not desired, showing proof of qualification and paying current year's dues may reinstate the member.

Section 8. Resignation
Any member may resign by a written resignation sent to the Chairman, but such resignation should not relieve the member so resigning of the obligation to pay any dues or other charges theretofore accrued and unpaid. The Chairman shall report the facts to the Board at the earliest opportunity.


ARTICLE IV. DUES

Section 1. Establishment of Dues
Dues and admission fees, if any, for all categories of membership, shall be established by the Board of Directors.

Section 2. Delinquency and Cancellation
Any member of the Guild who shall be delinquent in dues for a period of sixty days from the time dues become due shall be notified of such delinquency and suspended from further services. If payment of dues is not made within the next succeeding thirty days, the delinquent member shall be removed from the rolls and thereupon forfeit all rights and privileges of membership until payment of dues is received.

Section 3. Refunds
No dues shall be refunded to any member whose membership terminates for any reason.


ARTICLE V. MEETINGS, MEMBERS AND VOTING

Section 1. Form of Meetings
Meetings may be a physical location or in an electronic form over a period of time established by the Secretary, with appropriate consideration being given to those without electronic communication. Any voting on formal motions will be concluded by a date announced by the Secretary.

Section 2. Annual Meeting
The annual meeting of the Guild shall be held at such a place, in such a form, and on such dates as may be determined by the Board of Directors.

Section 3. Special Meetings
Special meetings of the Guild may be called by the Board of Directors at any time or shall be called by the Secretary upon receipt of a written request by 10% of the voting members within thirty (30) days after the filing of such request with the Secretary. The business to be transacted in any special meting shall be stated in the notice thereof, and no other business shall be considered at that time. The cost of issuing such notice shall be borne by those requesting the Special Meeting.

Section 4. Regional Meetings
Regional Meetings of the International Guild of Glass Artists, Inc., may be held at such time and place as shall be approved by the Executive Committee of the Board of Directors.

Section 5. Notice of Meetings
Written notice of meeting of the Guild shall be mailed or emailed to the last known address of each voting member entitled to attend not less than ten (10) days prior to the meeting.

Section 6. Voting
In all meetings of the Guild, each voting member shall have one (1) vote. Unless otherwise specifically provided by these Bylaws, a majority vote of those regular members present and voting shall govern.
Section 7. Voting by Mail or Email
The alternative of Postal or Electronic Voting shall be approved by the Executive Committee and notified with the call of the meeting. On any mail or email vote, a majority of those voting shall determine the action.

Section 8. Quorum of Members
At an annual or special meeting of the members, a quorum shall consist of thirty percent (30%) of the membership.

Section 9. Cancellation of Meeting
The Board of Directors may cancel an annual or special meeting for cause. In the event of cancellation of the annual meeting, the Secretary will report to the membership the reasons for cancellation.

Section 10. Rules of Order
The meeting and procedures of the Guild shall be regulated and controlled according to proper rules of order (Roberts, revised) for parliamentary procedure, except as may be otherwise provided by these Bylaws.


ARTICLE VI. OFFICERS

Section 1. Elected Officers
The elected officers of the Guild shall be a Chair of the Board, Vice Chair of the Board, Secretary and Treasurer, to be elected by the Board of Directors at the regularly scheduled annual meeting and to serve until their successors have been duly elected and assume office.

Section 2. Qualifications of Office
Any voting member in good standing shall be eligible for nomination and election to any elective office of the Guild without restriction.

Section 3. Election of Officers
The Executive Committee shall prepare and submit to the members of the Board of Directors nominations for each of the four (4) elective offices of the Guild. Any person so nominated shall have given his/her prior consent to nomination and election as an officer. Additional nominees may be made by the membership of the Board of Directors.

Section 4. Term of Office
Each officer shall take office immediately upon election and shall serve for a term of three (3) years or until his/her successor is duly elected. Each elected officer shall serve concurrently as a member of the Board of Directors and as a member of the Executive Committee.

Section 5. Re-election
No elected officer excepting the Treasurer having served two full terms shall be eligible for re-election to the same office, until at least one (1) year shall have elapsed.

Section 6. Vacancies, Removal
Vacancies in any elective office shall be filled for the balance of the term thereof from the Board of Directors. At any regular or special meeting of the Board, the Board of Directors, at its discretion, by two-thirds vote of its members, may remove any officer from office for cause.


ARTICLE VII. DUTIES OF OFFICERS

Section 1. Chairman of the Board
The Chairman of the Board shall also serve as Chair of the Executive Committee. The Chair shall also serve as a member ex-officio with right to vote on all committees. The Chair shall make all required appointments of committees and task forces with the concurrence of the Executive Committee of the Board of Directors. At the annual meeting of the Guild and at such other times as the Chair shall deem proper, the Chair of the Board shall communicate to the members such matters and make such suggestions as may, in the Chair's opinion, tend to promote the welfare and increase the usefulness of the Guild. The Chair shall perform such other duties as are necessarily incident to the office of Chairman of the Board or as may be described by the Executive Committee of the Board of Directors.

Section 2. Vice Chairman of the Board
The Vice Chair's duties shall be as delegated by the Executive Committee of the Board of Directors. The Vice Chair shall perform the duties of the Chairman of the Board in the event of the Chair's inability to serve or in the Chair's notified absence.

Section 3. Secretary
The Secretary shall keep all records of the Guild and shall keep minutes of all meetings of the Guild and of the Executive Committee of the Board of Directors, and shall see to the proper recording of proceedings. The Secretary shall be responsible for the proper and legal mailings or e-mailings of notices to the members of the Board and the general membership. Other duties of the Secretary shall be as specified by the Executive Committee of the Board of Directors.

Section 4. Treasurer
The Treasurer shall determine procedures for collecting all members' dues and/or assessments; shall have established proper accounting procedures for handling of the Guild's funds; and shall be responsible for the keeping of the funds in such banks, trust companies, and/or investments as are approved by the Executive Committee of the Board of Directors. The Treasurer shall report on the financial position of the Guild at all meetings of the Board of Directors and at other times when called upon by the Chair of the Board. At the end of the fiscal year, the Treasurer shall cause to be prepared an annual report. At the expiration of the Treasurer's term of office, the Treasurer shall deliver over to the succeeding Treasurer all books, monies, and other property of the Guild, or in the absence of a successor, the Treasurer shall deliver such properties to the Secretary. Such duties of the Treasurer as may be specified by the Board of Directors may be delegated. The Board of Directors shall, at their discretion, delegate such duties of Treasurer to other Board members not on the Executive Committee, or to such other individuals or agents as they may agree to take on these responsibilities and duties.

ARTICLE VIII. BOARD OF DIRECTORS

Section 1. Authority and Responsibility
The governing body of the Guild shall be the Board of Directors. The Board of Directors shall have supervision and direction of the affairs of the Guild, its committees and publications; shall determine its policies or changes therein; shall actively prosecute its objective and supervise the disbursement of funds. The Board of Directors may adopt such rules, regulations and policies for the conduct of its business as shall be deemed advisable, and may in the execution of the powers granted delegate certain of its authority and responsibility to the Executive Committee or a designated individual.

Section 2. Composition
The Board of Directors shall consist of at least three (3) and no more than ten (10) voting members of the Guild.

Section 3. Manner of Election in Turn
Members of the Board of Directors shall be elected by a vote of the Guild members. All members of the Board shall hold office for a term of three (3) years, with one-third (1/3) of the membership being elected each year by a vote of the Guild members.

Section 4. Re-Election
No member of the Board of Directors who has served two full three year terms shall be eligible for re-election until one year shall have elapsed.

Section 5. Nominations
The Nominating Committee shall present a mail or e-mail ballot to the membership at least thirty (30) days before the annual meeting with at least one nomination for each seat on the Board of Directors which is vacant or is about to expire. A call for nominations shall be made at least sixty (60) days before the annual meeting. Additional nominations may be made by the filing of a petition bearing the name of the nominee signed by five voting members in good standing with the Secretary of the Guild at least forty (40) days prior to the date of the annual meeting. Upon receipt of the petition, the Secretary, on verification of ifs authenticity and the validity of ht signatures contained thereon, shall place the name on the official ballot of the Guild and mail or e-mail the membership. Ballots must be received in the Guild's office five (5) days before the annual meeting to be counted.

Section 6. Quorum of the Board
In any meeting of the Board of Directors, no less than four (4) members, or one half of the Board, whichever is greater, shall constitute a quorum for the transaction of business of the Guild.

Section 7. Meetings of the Board
A regular meeting of the Board of Directors shall be held no less than once each administrative year at such time and place as the Board may prescribe (this meeting may be electronic). Notice of such meetings shall be given to the Directors no less than ten (10) days before the meeting is held. Special meetings of the Board may be called by the Chair of the Board, Secretary, or at the request of thirty percent (30%) of the membership of the Board, by a notice to each member of the Board no less than seventy-two (72) hours before the meeting is held.

Section 8. Voting
Voting rights of a Director shall neither be delegated to another nor exercised by proxy.

Section 9. Voting by Mail or Email
A majority vote of all Board of Directors members shall constitute a valid decision of the Board, whether in person or in writing (including e-mail). The votes shall be sent to the Secretary by the previously established closing date for voting, and the Secretary will send the results to the whole Board two days after the closing date.

Section 10. Absence
Any elected officer or director who shall have an absence from communications for three consecutive months without just cause shall automatically vacate the seat of the Board of Directors. The vacancy shall be filled as provided by these Bylaws; however, the Board of Directors shall consider each absence of an elected officer or Director as a separate circumstance and may expressly waive such absence by affirmative vote of a majority of its members.

Section 11. Vacancies and Removal
Any vacancy occurring in the Board of Directors between annual meetings shall be filled from the Board of Directors. The Director elected to fill the vacancy shall serve the unexpired term of his/her predecessor. The Board of Directors may at its discretion by an affirmative vote of two thirds of its members remove any Director for cause.

Section 12. Compensation
Directors and elected officers shall not receive any compensation for their services.

ARTICLE IX. EXECUTIVE COMMITTEE

Section 1. Authority and Responsibility
The Executive Committee is the operational body of the IGGA. IT may act in place and instead of the Board of Directors between Board meetings on all matters, except those specifically reserved to the Board by these Bylaws, pursuant to delegation of authority to such Committee. The Executive Committee will present formal, seconded motions to the whole Board.

Section 2. Composition and Election
The Executive Committee shall consist of five members of the Board of Directors, including the Chair of the Board, the Vice Chair of the Board, the Treasurer and the Secretary and an elected member from the Board of Directors.

Section 3. Quorum, Call of Meeting
A majority of the Executive Committee shall constitute a quorum at any duly called meeting of the Committee. The Chair of the Board shall call such meetings of the executive Committee as the business of the Guild may require, or a meeting shall be called by the Chair on the request of two members of the Executive Committee.

Section 4. Vacancies
Any vacancy occurring on the executive Committee shall be filled from Board of Directors. Any member so elected to fill a vacancy shall serve the unexpired term of the predecessor.

ARTICLE X. SPECIAL AND STANDING COMMITTEES

Section 1. Nominating Committee
The Chairman of the Board shall appoint a Nominating Committee that shall consist of three members not holding office during the previous year. With the approval of the Executive Committee, the nominating committee members shall be announced to the membership within six months prior to the Annual Meeting. The Nominating Committee shall nominate candidates for the required offices and directorships of the Guild as provided in Article 8, Section 5 of these Bylaws.

Section 2. Budget and Finance Committee
The Budget and Finance Committee shall consist of the Chair, the Treasurer, the Membership Chair, and at least one other person from the membership at large. The Treasurer shall serve as Chairman of the Budget and Finance Committee. The committee shall prepare recommendations on the annual budget for the Board of Directors. The committee may perform such other duties in connection with the finances of the Guild as the Board of Directors may determine from time to time.

Section 3. Advisory Board
The Advisory Board shall consist of the Chair of the Board of Directors and such individual as the Board of Directors appoint. The term of appointment normally will be for three years. The duties are to reflect on matters referred to it by the Chair, executive Committee, or members at large. The Advisory Board may also initiate consideration of issues on its own authority.

Section 4. Other Standing Committees
Other standing committees may be established by the Executive Committee from time to time to conduct business of the IGGA as delegated and specified by the Executive Committee and ratified by the full Board of Directors.

Section 5. Relationship of Standing Committees to the Board of Directors
The Chairs of Standing Committees will be ex-officio members of the Board of Directors.

Section 6. Special Committees
The Executive Committee shall appoint such committees, subcommittees or task forces as are necessary and which are not in conflict with other provisions of these Bylaws, and prescribe the duties of any such committees.

ARTICLE XI. EXECUTIVE AND STAFF

Section 1. Appointment
The Board may employ a staff head with the title of Executive Secretary and whose terms and conditions of employment shall be specified by the Board in a written contract.

Section 2. Authority and Responsibility
If appointed, the Executive Director shall be the chief executive of the Guild responsible for all management functions. The Executive Director shall manage and direct all activities of the Guild as prescribed by the Executive Committee of the Board of Directors and shall be responsible to the Executive Committee of the Board.


ARTICLE XII. FINANCE

Section 1. Fiscal Period
The fiscal period of the Guild shall be prescribed by the Executive Committee and approved by the Board of Directors.

Section 2. Budget
With recommendations of the Budget and Finance Committee, the Board shall adopt in advance of the next fiscal period an annual operating budget.

Section 3. Audit
The Board shall appoint an independent accountant to perform an annual audit, review or compile the books and records of the Guild.

ARTICLE XIII. DISSOLUTION

Section 1.
The Guild shall use its funds only to accomplish the objectives and purposes specified in these Bylaws and no part of said funds shall be distributed to the members of the Guild. On dissolution of the Guild, any funds and other assets remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organizations to be selected by the Executive Committee and approved by the Board of Directors.

ARTICLE XIV. AMENDMENTS

Section 1.
These Bylaws may e amended or repealed by two-thirds (2/3) vote of the Board of Directors and ratified by a majority vote of the General Membership of the Guild at a meeting duly called and regularly held. Notice of such proposed changes must be sent in writing thirty (30) days before such meeting.

ARTICLE XV. CONTRACTS AND INDEMNIFICATION

Section 1. No Personal Liability
No contract entered into by or on behalf of the Guild shall personally obligate any member of the Guild or the officers authorizing such contracts or executing the same.

Section 2. Indemnification
All officers and Directors of the Guild, individually or as a group, shall be indemnified by the Guild against reasonable expenses, including attorney's fees, actually and necessarily incurred by them in connection with the defense of any claim, or action, or in connection with an appeal therein, arising out of their actions on behalf of the Guild, except in matters as to which such officers or Directors are adjudged to have been guilty of acting in bad faith.

ARTICLE XVI. SEAL

Section 1. Seal
The Guild shall have a seal of such design as the Board of Directors may adopt.




 


 
 
 

 

follow IGGA  follow IGGA

   IGGA bylaws