BYLAWS of SOUTHERN FLAMES, Inc.
Title 1. General Provisions
1.1. Purpose of bylaws
These bylaws constitute the code of rules for the regulation and management of Southern Flames, Inc., as authorized by its articles of incorporation. As used in these bylaws, this corporation is referred to as the "corporation", and the Georgia Nonprofit Corporation Code (or a section codified in Chapter 3 of Title 14 of the Official Code of Georgia Annotated) is referred to as the "Code" (or "Code section"). These bylaws are adopted in order to fulfill the objectives of the corporation as stated in the articles and Code section 301, and to exercise the powers conferred upon the corporation under Code section 302. Southern Flames, Inc. is a chapter organization of the International Society of Glass Beadmakers, also referred to as “ISGB.”
1.2. Registered office and agent
The board of directors will designate a registered agent and registered office for service of legal process; these designations are to be filed with the Georgia Secretary of State as required by the Code. The board may change these designations at any time. In the event the board fails to make a designation, or a registered agent resigns without a new designation of a registered agent and office, then name and address of either Co-President director of the Corporation, and that Co-President's address, are to be filed with the Georgia Secretary of State as the registered agent and office of the corporation until the board of directors makes some other affirmative designation.
1.3. Business office(s) authorized
The board of directors of the corporation may establish one or more offices for the conduct of business within this state, whenever circumstances warrant.
Title 2. Board of Directors
2.1. Establishment and function
The corporation is managed by a governing body known as the "Board of Directors". As used in these bylaws, a reference to the "board of directors" or "directors" refers to the entire board collectively or to a member of the board generically. The board of directors conducts its proceedings as provided in the articles of incorporation, these bylaws and the Code.
2.2. Composition and term
The board of directors is composed of seven persons; provided that a husband and wife (or two same sex partners) may share a single director’s position, and either of them may cast any vote for that position. Each director’s position is associated with an executive function as follows: Co-Presidents (two), Vice-President, Treasurer, Secretary, Event Coordinator and Meeting Coordinator. The positions for Co-Presidents will be for terms of two years, except that one such position, to be denominated Co-President A, initially held by Margo Knight, will have an initial term of one year, such that one Co-President director will be elected each year. The remaining directors’ positions will have a term of one year.
In case any director’s position becomes vacant due to death, resignation, retirement, disqualification, or any other cause, the position may be filled by appointment of the Co-Presidents, subject to affirmative vote of the majority of the Corporation membership present at any regular or special meeting called for that purpose, without any quorum requirement. Each person so appointed to fill a vacancy will remain a director until the next scheduled election and qualification of his/her successor.
2.3 Removal and Resignation of Directors
Any director may be removed, with or without cause, at any time, by a vote of the majority of the directors then serving. Any director may resign from office at any time by written notice to the board. Such resignation will be effective upon receipt by the corporation, unless another effective date will be specified.
Any director proposed to be removed will be entitled to at least ten (10) days notice, in writing by mail, of the meeting of the directors at which such removal is to be voted upon and will be entitled to appear before and be heard by the directors at such a meeting. The decision of the board of directors is final.
Should any director be absent from six consecutive board meetings or board committee meetings without sending communication to the Co-President directors or his or her designee stating the reasons for such absence, or if these reasons should not be accepted by the Directors, the group may by resolution declare his/her seat vacant.
2.4 Duties of directors
The Co-President directors will have and exercise general charge and supervision of the affairs of the Corporation or designate to other member as appropriate. Specifically, Co-Presidents will work together to: preside over all board meetings and assist developing agendas for all members’ meetings; act as liaison between the corporation and ISGB Regional Director; keep members informed about ISGB issues of interest from information gained from Regional Director; perform financial activities with the corporation checking account (i.e. checks, deposits) if the Treasurer director is unable to perform this duty; act as liaison with Beads by Design; oversee big picture of organization and future planning; provide a written, prioritized agenda for all Board Meetings.
At the request of either of the Co-President directors, or in the event of the absence or disability of the Co-President directors, the Vice President director will perform the duties and possess and exercise the powers of the Co-Presidents. Further, the Vice-President director: administers and presides over all nominations and elections including the distribution of information; fulfills duties of Co-President directors when necessary; works with the Event Coordinator and Meeting Coordinator directors as needed.
The Secretary director will oversee the monthly distribution of the Corporation information via e-mail, including the scheduling of meeting times and places. In addition, the Secretary director provides membership coordination including maintenance of member database, e-mail list, welcoming new members to the corporation and introducing them to board via e-mail; announces meeting information and other pertinent corporation information on internet forums; takes minutes of board meetings and distributes information via e-mail to all board members: keeps track of votes presented and made at meetings, and any other correspondence; presents minutes to the board within one week after the meeting for approval and amendments, as needed; records minutes (action items, requests, etc.) from member or director meetings; coordinates with Website Coordinator; maintains communication with ISGB Southeast Regional Director; and solicits directors’ meeting agenda items from directors and provides that information to the Co-Presidents prior to the meeting.
The Treasurer director will oversee the custody of all corporation funds and securities and will oversee the books belonging to the Corporation and will oversee the keeping of full and accurate accounts of all receipts, disbursements and members in good standing. In case of the Treasurer director’s death, resignation, retirement, or removal from office all books, papers, vouchers, money, and property of whatever kind in the Treasurer director’s possession or under the Treasurer director’s control belonging to the Corporation will be returned. The Treasurer director will, in general, perform the duties incidental to the Office of Treasurer director, subject to the control of the Board of Directors. Further, the Treasurer director: presents quarterly oral report to members during business meetings; provides monthly written reports to board members; maintains corporation checking account; is willing to learn Quicken, Excel Spreadsheets and maintain reports via payables and receivables; sends out notification and collects membership dues; coordinates with space provider and vendors to purchase and maintain oxygen, propane and other supplies and equipment for glassworking; collects revenues from members who use the supplies and equipment as determined by the board; and issues payments for authorized corporation expenses.
MEETING COORDINATOR DIRECTOR
The Meeting Coordinator director will help plan and carry out logistics for members’ meetings and special events and will also oversee any committees which fall under this Board Position. Further, the Meeting Coordinator director: oversees meeting set up consisting of Name Tags, Sign In Sheets, Greeter Table; oversees tear down of monthly meeting including returning equipment to its proper location, helping return Beads by Design to it's proper set up, making sure the garbage is dumped; oversees hospitality; handles logistics for any demos - set up and tear down; is responsible for making new nametags for new members and replacing or repairing ones that members lose from time to time; and maintains supply of corporation meeting and membership information forms at Beads by Design.
EVENT COORDINATOR DIRECTOR
The Event Coordinator director will help plan and carry out logistics for Southern Flames sponsored classes and special events; helps facilitate an appropriate and balanced potential teacher slate for Southern Flames members as well as special events; works as liaison with Beads by Design for class/event scheduling; prepares budgets for classes and events and works with Treasurer director on income/expenses; works with potential teachers and speakers and prepares and secures teacher/special event agreements and/or logistics including travel, hotels, oxygen, propane, etc.; coordinates special event/class manpower needs with fellow board members and Southern Flames members; works with Secretary director on disseminating e-mail information of events/classes to members; and facilitates class lotteries.
2.5 Website Coordinator The board of directors will appoint a member of the corporation to serve as Website Coordinator, whose responsibilities will be as follows:
The Website Coordinator will oversee the corporation website in terms of updating for accuracy of content/links, timeliness and responding/forwarding e-mail requests to appropriate contacts in a timely fashion. Further, the Website Coordinator: must be proficient in building and maintaining a website; must know how to use Front Page or how to import the existing website from Front Page to another tool which is recognized by the corporation’s Internet Service Provider; must know how to use a photo editor; must take digital photos at meetings and events or arrange to have digital photos taken by another member and obtain the photos for use on the website; and ideally should have a high-speed internet connection in order to effectively work on the website.
2.6 Election, nomination and qualifications
The annual election of directors will be conducted in accordance with the procedures outlined in this Title or elsewhere in these bylaws, and the following:
(1) Any member of the board of directors for whom an election is required are chosen from a group of nominees, with those nominees who obtain the greatest plurality of votes being elected. Election of all positions is by plurality.
(2) Nominations may be made by any member. No nomination will be placed on the annual election ballot unless: (a) the nominee is eighteen years of age, as required by the Code; (b) the nominee has affirmatively consented to the nomination, or has elected one nomination, if proposed for more than one office, (c) is a member of the corporation; and (d) is a member of the International Society of Glass Beadmakers.
(3) Members may nominate directors by voice at the two regular meetings of the members preceding the election or by e-mail to the Secretary director before the Friday following the last meeting of members preceding the election. The election will occur at the regular monthly meeting of members in April of each year. Elected directors will assume responsibilities May 1 following the April election.
(4) The election is to be conducted at the annual meeting of members and directors, by written ballot. Each year following the initial organizational meeting to elect directors, members will be provided ballots by mail or by e-mail, and may vote by absentee ballot by mail or by e-mail received by the recording secretary prior to the annual meeting. Ballots cast by e-mail for the initial board of directors is hereby ratified.
The Board of Directors is authorized to adopt any additional procedures or rules reasonably necessary to insure the integrity of the election.
Regular Meetings (Members). Regular meetings of the members will be held monthly on the third Wednesday, or at other times as set by the board, at Beads by Design or such other location as the directors will determine. The purpose of these meetings is to share bead making ideas, information and techniques via social time or by guest demonstration.
Special Meetings (Members or Directors). Special meetings of the members or the directors may be called by the Co-Presidents or Vice-President acting in the capacity of Co-Presidents.
Notice of Meetings. Notice of meetings will be sent via e-mail no later than 2 weeks before the next meeting.
Notice of voting issues Notification via e-mail will take place prior to any voting issue of the corporation (may be included in monthly meeting e-mail).
Consents. Whenever the vote of the members is to be taken at a meeting, a non-attending member may submit a vote via e-mail to the recording secretary by 6:00 p.m. the day prior to the meeting.
Directors’ meetings The board of directors will hold at least six (6) regular meetings during each calendar year, and may call other regular meetings of the board of directors, or special meetings of the board of directors, at the call of:
(a) either Co-President director,
(b) the Vice President director, or
(c) any two directors.
Following their election, but prior to the May 1 on which the terms of new directors begin, the newly-elected directors will meet in joint session with the board of directors for an organizational session, at which they will review all pending matters before the outgoing board, permit the new board to organize its affairs, and establish a fixed meeting schedule as to the regular board meetings. Any matter relating to the affairs of the corporation may be brought before the board, unless notice of the matter is required to be included in the notice of the board of directors meeting. Notice of each special meeting is to be sent to each director by United States mail, postage prepaid, or by express mail or overnight delivery service, addressed to the address of record in the membership roster, or by e-mail at least two (2) days prior to a special meeting. Where circumstances require a meeting on less than two days' written and mailed notice, such notification to each member of the board of directors may also be made by any other reasonable method. At board of directors meetings, quorum consists of four (4) members. No proxy votes may be used.
2.8 Procedure rules at meetings
It is understood that in the transaction of its business, the meetings of the corporation, its board of directors and its committees may be conducted with informality; however, this informality does not apply to procedural requirements required in the articles of incorporation, these bylaws, or the Code. When circumstances warrant, any meeting or a portion of a meeting will be conducted according to generally understood principles of parliamentary procedure as stated in the articles of incorporation, these bylaws, or a recognized procedural reference authority. The procedural reference authority for the Corporation is designated as the latest edition of Robert's Rules of Order, Newly Revised.
2.9 Use of contemporaneous communications systems for board meetings
The board of directors, or any board, may utilize a contemporaneous communications system in which all participants in the meeting can hear each other; and participation in a meeting by this system constitutes the presence of the participant at the meeting.
2.10 Voting; quorum
Each director has one vote on the board of directors. Once quorum is established, all matters put to a vote before the board of directors will require the affirmative vote of a majority of directors voting on the matter, in the presence of a quorum, unless a greater majority is required by these bylaws, the articles of incorporation or the Code. The participation of a majority of the directors, whether present in person or through a contemporaneous communications system, constitutes a quorum of the board in order to conduct business. In the event that fewer than a majority, but at least one-third of the directors are participating, then the board is authorized to consider and make recommendations on any matter or action which is viewed as appropriate in the circumstances for action either at a subsequent meeting, by mail ballot or by written consent, or to call a special meeting of the board of directors; provided, that any provision of these bylaws dispensing with the need for a quorum for any purpose will control over this paragraph.
2.11 Written consent action by board
Any action required by law, or permitted to be taken at any meeting of the board of directors, may be taken without a meeting, if a written consent, setting forth the action so taken, is signed by a majority of the directors or such consent is expressed by e-mail from all the directors and later reduced to writing signed by all of the directors. This consent is the equivalent to a vote of the board of directors during a meeting with a quorum, and is to be filed and recorded with the minutes of the Corporation's board of directors. The directors who did not sign the consent action will be given notice of the action as soon as practicable, but no later than the next meeting of the board of directors after the written consent action is signed by a sufficient number of directors.
2.12 Financial regulations
This section outlines certain policies and practices as to the financial procedures of the Corporation:
(1) Any expenditure, totaling five hundred dollars ($500.00) or more of Corporation funds, may not be made unless specifically approved by the board of directors of the Corporation, or unless the expenditure is part of an ongoing project approved by the board of directors of the Corporation.
(2) No other expenditure may be made unless approved by the board of directors by specific motion or as part of a general budget.
(3) Expenditures from a special account, based upon revenues into that account for a designated project or activity are subject to review only by the supervising committee, but the status of that account will be regularly reported to the board of directors.
(4) The signatory on any bank account and the depository institution for that account is established by the board of directors by an appropriate resolution.
(5) Any director, committee chairman, or committee member of the Corporation may be reimbursed for their actual and necessary expenses when reasonably incurred on behalf of the Corporation. No director, committee chairman, or committee member of the Corporation may receive any salary, fees, compensation, commission or other payment for rendering specific services to the Corporation.
(6) The corporation's fiscal year is the calendar year.
(7) Contracts. The Board of Directors, except as these bylaws provide, may by resolution authorize any member to contract on behalf of the corporation Unless so authorized no director, agent, or employee will have any power or authority to bind the corporation to any contract or engagement or to pledge its credit or render it liable for any purpose or any amount.
(8) Expenditures for Corporation Prior to any purchase exceeding $50.00 in the name of the corporation, a director must have approvals from three fellow board directors, one of whom must be the Treasurer director. Receipts must be presented to Treasurer director for reimbursement and for accurate record keeping to help plan for future events/future boards.
2.13 Board committees
The Board of Directors may by resolution delegate to committees or to directors of the Corporation such powers as they may see fit. Each committee will consist of two or more members. Any committee charged with review of matters relating to finance, personnel, or legal issues must be comprised only of current members of the Board of Directors. Board committees may not exercise the authority of the board of directors when prohibited by the Code.
Title 3. Code Provisions Incorporated.
There is no right of indemnification to be paid by the Corporation to any person who has served as an officer or director of the Corporation for any expense of litigation, or any amount of judgment or settlement, as permitted under Part 5, Article 8 of the Code, relating to indemnification.
3.2 Procedures where director has conflicting interest in transaction.
The provisions of Part 6 of Article 8 of the Code, relating to rules governing the procedures to be applied where a director has a conflicting interest in a transaction involving the Corporation, is adopted by the Corporation by this reference as a bylaw of the Corporation.
3.3 Sales of assets outside regular course of business.
The provisions of Article 12 of the Code, relating to the sale of all, or substantially all of the assets of the Corporation outside the regular course of business, is adopted by the Corporation by this reference, as a bylaw of the Corporation.
3.4 Corporate seal
The seal of the corporation will be in such form as the Board of Directors may from time to time determine. In the event it is inconvenient to use such a seal at any time, or in the event the Board of Directors will not have determined to adopt a corporate seal, the signature of the Corporation followed by the word "Seal" enclosed in parentheses or scroll will be deemed the seal of the Corporation. The seal will be in the custody of the Secretary and affixed by him or by his assistants on all appropriate papers.
3.5 Bank accounts and loans
(A) Bank Accounts. Such directors of the corporation as from time to time will be designated by the Board of Directors will have authority to deposit any funds of the Corporation in such banks or trust companies as will from time to time be designated by the Board of Directors and such directors as from time to time will be authorized by the Board of Directors may withdraw any or all of the funds of the corporation so deposited in any such bank or trust company, upon checks, drafts or other instruments or orders for the payment of money, drawn against the account or in the name or behalf of the corporation, and made or signed by such directors; and each bank or trust company with which funds of the corporation are so deposited is authorized to accept, honor, cash and pay, without limit as to amount, all checks, drafts or other instruments or orders for the payment of money, when drawn, made or signed by directors so designated by the Board of Directors, until written notice of the revocation of the authority of such directors by the Board of Directors will have been received by such bank or trust company. There will from time to time be certified to the banks or trust companies in which funds of the corporation are deposited, the signature of the directors of the corporation so authorized to draw against the same. In the event that the Board of Directors will fail to designate the persons by whom checks, drafts and other instruments or orders for the payment of money will be signed, as hereinabove provided in this Section, all of such checks, drafts and other instruments or orders for the payment of money will be signed by a Co-President director, or by the Vice President director and countersigned by the Secretary director or Treasurer director of the corporation.
(B) Loans. Such directors of this corporation as from time to time will be designated by the Board of Directors will have authority to effect loans, advances or other forms of credit at any time or times for the corporation from such banks, trust companies, institutions, corporations, firms, or persons as the Board of Directors will from time to time designate, and as security for the repayment of such loans, advances, or other forms of credit to assign, transfer, endorse and deliver, either originally or in addition or substitution, any or all stocks, bonds, rights and interests of any kind in or to stocks or bonds, certificates of such rights or interests, deposits, accounts, documents covering merchandise, bills and accounts receivable and other commercial papers and evidences of debt at any time held by the Corporation; and for such loans, advances or other forms of credit to make, execute and deliver one or more notes, acceptances or written obligations of the corporation on such terms, and with such provisions as to the security or sale or disposition thereof as such directors will deem proper; and also to sell to, or discount or rediscount with, such banks, trust companies, institutions, corporations, firms or persons any and all commercial paper, bills receivable, acceptances, and other instruments and evidences of debt at any time held by the corporation, and to that end to endorse, transfer and deliver the same. There will from time to time be certified to each bank, trust company, institution, corporation, firm or person so designated the signatures of the directors so authorized; and each such bank, trust company, institution, corporation, firm or person is authorized to rely upon such certification until written notice of the revocation by the Board of Directors of the authority of such directors will be delivered to such bank, trust company, institution, corporation, firm or person.
Title 4. Reimbursement by Corporation Employees
Any payments made to an employee of the Corporation in the form of reimbursement, a salary, or bonus payment, that is disallowed, in whole or in part, as a deductible expense to the Corporation for federal or state income tax purposes by the Internal Revenue Service, or by the revenue department of any state, will be reimbursed by such employee to the corporation to the full extent of such disallowance within six (6) months after the date on which the corporation is assessed a deficiency with respect to such allowance. It will be the duty of the Board of Directors of the corporation to enforce payment to the corporation by any such employee for the amount disallowed. The corporation will not be required to legally defend any proposed disallowance by the Internal Revenue Service or by the revenue department of any state, and the amount required to be reimbursed by such employee will be the amount, as finally determined by agreement or otherwise, which is actually disallowed as a deduction. In lieu of payment to the corporation by any such employee, the Board of Directors may, in the discretion of the Board, withhold amounts from such employee's future compensation payments until the amount owed to the corporation has been fully recovered.
Title 5. Amendments
5.1 Amendments to articles of incorporation
Any change in the articles of incorporation of the Corporation is not adopted unless each proposal is submitted to the board of directors for a vote as to whether the proposal should be adopted, be adopted with amendments, or be rejected, and the board's reasons for their recommendation. Proposals may be initiated by a vote of the board of directors, or by any two directors of the corporation. When the proposal is presented for consideration at a meeting of the membership of the corporation, it is open to any amendments or other action as the board of directors approves, without limitation. No proposal to change the articles of incorporation is adopted unless two-thirds of the directors affirmatively vote, with a quorum present at a meeting, or with a quorum of ballots when voted upon by mail to approve the proposal. Once adopted, no change is effective until it is filed with the Georgia Secretary of State as required by the Code.
5.2 Amendments to bylaws
Any change in the bylaws of the corporation is not adopted unless each proposal is submitted to the board of directors for a vote as to whether the proposal should be adopted, be adopted with amendments, or be rejected, and the board's reasons for their recommendation. Proposals may be initiated by a vote of the board of directors, or by any two directors of the Corporation. When the proposal is presented for consideration at a meeting of the membership of the corporation, it is open to any amendments or other action as the board of directors approves, without limitation. No proposal to change the bylaws is adopted unless a majority of the directors affirmatively vote, with a quorum present at a meeting, or with a quorum of ballots when voted upon by mail to approve the proposal. Once adopted, any change to these bylaws is immediately effective, unless some later date is designated in the proposal.