BSSDC ByLaws

TABLE OF CONTENTS

ARTICLE I. NAME
ARTICLE II. PURPOSE
ARTICLE III. MEMBERSHIP
ARTICLE IV. OFFICERS
ARTICLE V. MEETINGS
ARTICLE VI. BOARD OF DIRECTORS
ARTICLE VII. EXECUTIVE COMMITTEE
ARTICLE VIII. COMMITTEES
ARTICLE IX. FISCAL POLICIES
ARTICLE X. PARLIAMENTARY AUTHORITY
ARTICLE XI. AMENDMENT TO THE BY-LAWS

STANDING RULES

ARTICLE I. MEMBERSHIP AND DUES
ARTICLE II. WORKSHOPS AND OTHER ACTIVITIES
ARTICLE III. OFFICERS AND THEIR DUTIES
ARTICLE IV. STANDING COMMITTEES
ARTICLE V. ANNUAL DONATION TO MINGEI
ARTICLE VI. POST OFFICE BOX
ARTICLE VII. BANKING
ARTICLE VIII. CHANGING THE STANDING RULES

BY-LAWS

ARTICLE I. NAME

The name of this organization shall be The Bead Society of San Diego County, of the State of California, and shall hereinafter be referred to as BSSDC.

ARTICLE II. PURPOSE

Section 1. The Bead Society of San Diego County provides the community an educational resource in the artistic, historical, and intercultural significance of beads and related crafts.

Section 2. No substantial part of the activities of this organization shall consist of carrying on propaganda or otherwise attempting to influence legislation; and the organization shall not participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of any candidate for public office.

Section 3. The property of this organization is irrevocably dedicated to non-profit purposes and no part of the net income or assets of this organization shall ever benefit any officer or member thereof or any private persons.

Section 4. No discrimination shall be made with regard to race, color, creed, sex, or national origin.

ARTICLE III. MEMBERSHIP

Section 1. Any person who supports the purpose of this organization may become a member upon application and payment of dues.

Section 2. Annual dues shall be payable upon notification by the Vice President-Membership.

Section 3. There shall be three (3) categories of membership that are General Member, Associate Member, and Honorary Member, as defined in the Standing Rules.

Section 4. Membership runs on a calendar year, from January through December. Dues are billed in November, and must be paid by January. Individuals who join during the year will have their membership dues prorated. Those persons whose dues are not paid within two (2) months of notification shall be automatically dropped from membership.

ARTICLE IV. OFFICERS

Section 1. The elected officers of the BSSDC shall be President, Vice President-Programs, Vice President-Membership, Secretary, and Treasurer.

Section 2. Officers shall serve for alternating terms of two years. The Vice President-Programs, the Secretary, and the Treasurer shall be elected in even numbered years. The President and Vice/President Membership shall be elected in alternate years. The term of office shall begin January 1 following the election.

Section 3. No member shall serve more than two terms consecutively in the same office, and no member shall hold more than one elected office at a time.

Section 4. If the President is no longer able to serve, the Vice-President-Programs shall automatically become President for the remainder of the current term. If the Vice-President-Programs is unable or unwilling to serve the remainder of the President's term, the vacancy shall be filled by election by the Board of Directors. All other vacancies in office shall be filled by election by the Board of Directors.

Section 5. Nominations and Elections:

a. A nominating committee of three (3) members, including at least one member of the current Board of Directors, shall be elected by the general membership at the September meeting. This committee shall elect its own chair.

b. The nominating committee shall nominate at least one candidate for each of the offices to be filled. They must obtain consent from each of the nominees, and submit a written report to the members seven (7) days before the election. Members of the Nominating Committee are not eligible for nomination.

c. The election of officers shall be at the November meeting. Additional nominations from the floor may be made providing written consent to serve has been obtained from the nominees prior to the meeting. If there is more than one candidate for an office, the vote shall be taken by written ballot.

ARTICLE V. MEETINGS

Section 1. Regular meetings of the BSSDC shall be held on the third Saturday of each month except July and December, or as otherwise ordered by a motion from the membership or the Board of Directors.

Section 2. The Annual Meeting shall be held in November for the purpose of electing officers, receiving annual reports from the officers and standing committees, adopting a budget, and transacting any other business that may arise.

Section 3. Special meetings may be called by the President, by the Board of Directors, or by any seven members, two of whom must be Board members. A seven-day notice stating the business of the special meeting is required, and no business other than that stated in the notice may be transacted.

Section 4. The quorum for all BSSDC meetings shall be 25% of General Members. If a quorum is not obtained at the Annual Meeting, voting will take place by mail-in ballot.

ARTICLE VI. BOARD OF DIRECTORS

Section 1. The Board of Directors shall be comprised of the elected Officers (Executive Committee), Standing Committee Chairmen, and the Parliamentarian. The immediate past President is also invited to participate as an advisor.

Section 2. The Parliamentarian shall serve on the Board of Directors without voice and without vote. However, the Board of Directors may vote to allow the Parliamentarian to have voice at meetings. The President shall appoint the Parliamentarian with approval of the Board of Directors, and the appointment shall be announced at the first general meeting after the election or as appropriate.

Section 3. Unless otherwise stated, the term for the appointed members of the Board of Directors shall be concurrent with the term of the president who appointed them.

Section 4. The Board of Directors shall have general supervision of the affairs of the BSSDC between its business meetings; fix the day, hour, and place of Board of Directors meetings; make other recommendations to the general membership; and perform other duties specified in these By-Laws. The Board shall be subject to the orders of the BSSDC and its acts shall in no way conflict with action taken by the general membership.

Section 5. Special meetings of the Board may be called by the President or by any three members of the Board, one of whom shall be an elected officer. A seven-day notice stating the business of the special meeting is required, and no business other than that stated in the notice may be transacted.

Section 6. The quorum for all Board of Directors' meetings shall be a majority of its voting members.

ARTICLE VII. EXECUTIVE COMMITTEE

Section 1. The Executive Committee shall be the elected officers of the BSSDC. See Article IV, Section 1.

Section 2. The Executive Committee shall have general authority over the BSSDC between meetings of the Board of Directors (any action taken by the committee shall be reported at the next Board meeting), may hold meetings between meetings of the Board of Directors, and they shall also perform other duties specified in these By-Laws.

Section 3. The quorum for the Executive Committee shall be a majority of its members.

ARTICLE VIII. COMMITTEES

Section 1. The Standing Committees of the BSSDC shall be Newsletter, Publicity, Special Events, Ways and Means, and Historian. These are voting members of the BSSDC Board.

Section 2. There are two other Working Committees. They are the Hospitality and Librarian Chairs. These are non-voting members of the BSSDC Board.

Section 3. The President shall appoint and/or replace all Standing Committee Chairs, with the approval of the Board of Directors. Said appointments shall be announced at the first BSSDC meeting following their selection, or as appropriate.

Section 4. Special, or ad hoc, Committees or additional Standing Committees shall be appointed by the President as the general membership or the Board of Directors deems necessary including, but not limited to, a committee to periodically review these By-Laws. A By-Laws Review Committee shall consist of three (3) members, two (2) of whom must be Board members and the third may be a General member.

Section 5. The President shall be an ex officio (voting) member of all committees except the Nominating Committee.

ARTICLE IX. FISCAL POLICIES

Section 1. The Fiscal Year of the BSSDC shall be from January 1 through December 31.

Section 2. The books and accounts of the BSSDC shall be kept in accordance with accepted accounting practices. The Treasurer shall provide the BSSDC with a complete annual report of the finances of the organization for the previous year by the February meeting of each year. This annual financial report shall be provided to all members in writing. The Treasurer will also make arrangements for an annual audit.

Section 3. No one may profit from membership in the BSSDC by sales, or solicitation of sales, at meetings or workshops. The Board of Directors may, at its discretion, authorize invited speakers to sell their products at the BSSDC meeting at which they are making a presentation whether or not they are members of the BSSDC.

Section 4. A Budget Committee shall prepare and present an operating budget to the membership for approval at the annual meeting for the forthcoming fiscal year. The Budget Committee shall be appointed by the Board of Directors, and shall be comprised of three BSSDC members, one of whom must be the current Treasurer and at least one of whom shall be from the general membership. Approval of the Budget shall be by a two-thirds majority of those General Members attending the general meeting. Throughout the fiscal year, the incumbent Budget Committee reviews the operating budget on a semi-annual basis to determine compliance and/or needed adjustments.

Section 5. The Board of Directors and/or the Executive Committee shall not expend any non-budgeted funds in excess of $250.00 without prior approval of the general membership, such approval being obtained by:

a. Written notification of the membership at least fifteen (15) days prior to the meeting at which the vote is to be taken,

b. The written notification must include the amount and purpose of the expenditure, and

c. The approval being by a two-thirds majority of those General Members present at the meeting.

Section 6. Non-budgeted donations of monies by the BSSDC may be made to any organization or person who two-thirds of the members in attendance at the meeting designate as the recipient. Notice of such a proposed donation shall be submitted in writing to the members at least fifteen (15) days prior to the meeting at which such vote is to be taken.

Section 7. Indemnification of Directors or Officers:

a. Directors and Others Covered: Directors whom the BSSDC may indemnify under this paragraph include the Directors described in these By-Laws as members of the Board of Directors. Officers whom the BSSDC may indemnify under this paragraph are the elected officers described in these By-Laws. If an officer or director is described in this Section, indemnification may be paid to his/her duly qualified executor, administrator, or other personal representative.

b. Legal Actions, Suits, or Proceedings brought against Directors or Officers of the BSSDC:

(1) Discretionary Indemnification: Except as provided in paragraph (2) below, the BSSDC may, at the sole discretion of the Board of Directors, indemnify any director or officer or former director or officer described above against any judgement and any expenses including attorneys' fees, actually, reasonably and necessarily incurred by him/her in connection with the defense of any action, suit or legal proceeding, civil or criminal, in which she/he is made a party by reason of being or having been such director or officer.

(2) Limitations Upon Indemnification: The BSSDC shall have no obligation to provide indemnification to or for the benefit of any officer or director in relation to matters as to which she/he shall be considered by the BSSDC Board of Directors to have acted with gross negligence or misconduct in the performance of a duty owed by such officer or director to the Bead Society of San Diego County.

(3) Payment of Indemnification:

(i) Approval: Notwithstanding the foregoing paragraphs, the BSSDC shall not indemnify any director or officer described above unless such indemnification is approved by its Board of Directors acting by a quorum which consists of Directors who are not parties to the action or proceeding for which indemnification is considered.

(ii) Notice to Members: If any expenses or other amounts are paid by way of indemnification of a director or officer, other than by court order or action by the members, the BSSDC shall prepare a statement specifying the person(s) paid, the amount paid, and the nature and status of such litigation or threatened litigation at the time of such payment. Such statement shall be mailed by the BSSDC to its members of record entitled to vote for the election of Directors within three (3) months from the date of payment.

ARTICLE X. PARLIAMENTARY AUTHORITY

The Rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the BSSDC in all applicable cases and in which they are not inconsistent with the By-Laws, any special rules of order the BSSDC may adopt, or any statutes applicable to this organization.

ARTICLE XI. AMENDMENT TO THE BY-LAWS

These By-Laws may be amended by a two-thirds majority vote of all General Members at any regular meeting of the Bead Society of San Diego County provided the proposed amendment has been submitted, in writing, to the membership at least fifteen (15) days before the meeting.

MEMBERSHIP APPROVAL:
Date: 20 November 2004
President: Collette Parr
Secretary: Arlene Watson

STANDING RULES

ARTICLE I. MEMBERSHIP AND DUES

In 1998 the Bead Society of San Diego County, hereinafter referred to as BSSDC, became an independent, autonomous affiliate of Mingei International Museum, hereinafter referred to as MIM, thereby gaining a central meeting place in Balboa Park and the rights, privileges, and responsibilities of museum membership. The three categories of membership are:

Section 1. General Members: Members in this category are full participants in both BSSDC and MIM. Annual dues, payable to BSSDC, are $25.00 for an individual or $35 for 2 or more persons residing at the same address. Current membership in MIM is also required and payable to that organization. Both BSSDC and MIM require applications for membership.

General Members have all rights and privileges of membership including but not limited to attendance at meetings, participation in workshops and other BSSDC activities, voting on matters appearing before the membership, and holding office.

Section 2. Associate Members: These members are those who are interested in supporting the purpose of BSSDC, but who cannot participate actively. Annual dues are $25.00 payable to BSSDC. Associate Members may attend meetings and participate in workshops. They, however, do not have a vote nor are they eligible for office in BSSDC. Associate Members must pay MIM entrance fee when attending BSSDC meetings.

Section 3. Honorary Members: These members are those selected by the Board of Directors in order to acknowledge significant contributions to BSSDC and/or the beading world in general. The terms and conditions of Honorary Membership shall be determined on a case-by-case basis by the Board of Directors.

Section 4. The BSSDC issues membership cards that also serve as nametags and must be worn at all meetings and activities. A fee of $3.00 is charged to replace a lost membership card. Non-members may attend a meeting for the first time at no charge. Subsequent visits are charged a guest fee of $4.00 to the BSSDC, in addition to the MIM daily entrance fee.

Section 5. Dues will be collected once a year, effective calendar year 2005. Bills for the next year's membership, with return envelopes, will be sent to all members in November, beginning in 2004, with a due date of the first meeting in January of the next calendar year. Dues will be prorated according to their expiration date if that occurs after January of the next calendar year.

ARTICLE II. WORKSHOPS AND OTHER ACTIVITIES

Registration for all BSSDC workshops and other activities shall be on a first come, first served basis with BSSDC General Members having preference. Remaining places will be allotted to Associate Members first, and then to guests on a space available basis. No registrant is assured a place until the Treasurer has received the required fee. Members who have registered for a workshop or activity may receive a full refund if their cancellation notice is received one week prior to the event, or if someone is available to take their place. During one calendar year, nonmembers may participate in BSSDC activities on a space available basis. After that time, membership is required for participation.

BSSDC will receive 15% of the pre-tax proceeds of all sales by workshop and program presenters, payable immediately following the meeting.

ARTICLE III. OFFICERS AND THEIR DUTIES

As listed in BSSDC By-Laws, the elected officers of the organization shall be President, Vice-President-Programs, Vice-President-Membership, Secretary, and Treasurer. Their duties are as follows:

1. The President shall:

· Preside at all BSSDC meetings and at all Board of Directors meetings;

· Represent BSSDC at extra-Bead Society events, to the community at large, and in all relations with MIM;

· Choose the Chairs of Standing Committees, with the assistance and approval of the Board of Directors;

· Serve as an ex-officio member of all BSSDC committees except the nominating committee; and,

· Sign all contracts as BSSDC representative.

2. The Vice President-Programs shall:

· Plan and make all arrangements for meeting programs and workshops, including but not limited to identifying and contacting potential presenters, defining the parameters of their presentations, negotiating speaker's fees, obtaining signed contracts, and making all physical arrangements for the program/workshop; and,

· Fill in for the President upon request.

3. The Vice President-Membership shall:

· Receive all applications for membership in BSSDC and facilitate applications for membership in MIM when applicable;

· Collect dues;

· Distribute membership cards;

· Forward payment to BSSDC Treasurer and to MIM Director of Public Relations* when appropriate;

· Maintain all membership records, both past and present;

· Provide information as requested by others on the Board of Directors;

· Notify members by U.S. mail of their renewal dates;

· Serve as Membership Liaison to MIM Director of Public Relations; and,

· Provide the Director of Public Relations, or designee, a quarterly list of BSSDC General Members in order to ensure that all remain current members of MIM.

4. The Secretary shall:

· Record minutes of all Board of Directors meetings as well as those of the general meetings;

· Distribute copies of the minutes of Board of Directors meetings to Board members prior to the next meeting; and,

· Maintain all official records of the BSSDC, including but not limited to copies of the current By-Laws, Standing Rules, and Minutes.

5. The Treasurer shall:

· Receive all income for BSSDC;

· Pay all bills on behalf of BSSDC;

· Keep accurate and current records;

· Establish and maintain appropriate bank accounts for all funds of the BSSDC;

· Prepare monthly reports for the Board of Directors' meetings;

· Prepare a summary report bi-annually for the BSSDC newsletter;

· Serve on the Budget Committee which prepares an annual operating budget; and,

· Arrange for an annual audit of the financial records and submit the report of the audit to the membership.

Each officer will prepare and submit annually a budget request to the Budget Committee, present a year-end report at the Annual Meeting, and maintain an up-to-date officer's notebook to be given to the succeeding officer.

ARTICLE IV. STANDING COMMITTEES

The Standing Committees of BSSDC shall be Newsletter, Publicity, Special Events, Ways and Means, and Historian. The Board of Directors must approve the policies and procedures of the Standing Committees. The responsibilities of the Chairpersons of these committees are:

1. Newsletter: BSSDC publishes a bi-monthly newsletter that is distributed to all members, reporting past, present, and future BSSDC activities, Treasurer's Report, and notices of business as required by the By-Laws. For the month that the newsletter is not published, postcard reminders are sent to the membership with information that is pertinent to the activities of the BSSDC that month. The Editor is responsible for the publication of the newsletter, sends bills for advertising, and accepts advertising copy and payment. The Board of Directors sets and approves advertising rates.

2. Publicity: Writes and arranges for the placement of all publicity for BSSDC, including all meetings and activities that are open to the public.

3. Special Events: Organizes special events for BSSDC members.

4. Ways and Means: Stages events designed to raise funds to finance BSSDC activities.

5. Historian: Maintains the historical and photographic records of BSSDC, including all editions of By-Laws, and newspaper and other articles relating to BSSDC activities.

6. The Board of Directors may, at its discretion, add other committees as needed. All Standing Committee Chairpersons may select members to work with them on their assigned tasks. These committee members report to the chairperson who, in turn reports to the Board of Directors.

Each Standing Committee Chairperson will prepare and submit annually a budget request to the Budget Committee, present a year-end report at the annual meeting, and maintain an up-to-date chairperson's notebook to be given to the succeeding chairperson.

ARTICLE V. ANNUAL DONATION TO MINGEI

BSSDC will donate money annually to the MIM to be used to support the purchase of beads for the Museum's Permanent Collection. The amount donated will be no less than 15% of the annual fundraising profits for BSSDC. The donation will be made following each annual audit.

ARTICLE VI. POST OFFICE BOX

The post office box for the BSSDC shall be maintained at The William H. Taft Station, 5052 Clairemont Drive, San Diego, CA 92118-9998. The BSSDC post office box number is 17560. The zip code for use on all correspondence is 92177-7547.

ARTICLE VII. BANKING

Section 1. The Union Bank of California, Encinitas Office 021, P.O. Box 512380, Los Angeles, CA 90061-0380, is the current financial institution with which the BSSDC conducts business.

Section 2. The BSSDC shall maintain a checking account only as a non-profit organization.

Section 3. Any two authorized signatures are required for all checks. The authorized signatories on the BSSDC account are the president, secretary and treasurer.

ARTICLE VIII. CHANGING THE STANDING RULES

These Standing Rules may be suspended, modified, or rescinded by a majority vote of General Members present at any regular meeting. No Standing Rule can be adopted which conflicts with BSSDC By-Laws.