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|ARTICLE X. COMMITTEES
Section 1. Membership
Each member of the AGG Board shall serve on at least one AGG Standing Committee. Individual Members may be named to committees as regular voting members. The Chairpersons shall be appointed by the President of the AGG with the advice and consent of the Board of Directors, and said Chairperson will then select his /her committee members with the advise and consent of the Board unless otherwise stipulated herein.
Section 2. Standing Committees
General Provisions. The Board of Directors shall appoint nine (9) standing committees: (a) Executive, (b) Finance, (c) Conference, (d) Education, (e) Scholarship, (f) Nominating, (g) Membership, (h) Long-Range Planning, and Bylaws. These committees are primarily responsible for formulating recommendations to present to the AGG Board and for carrying out responsibilities assigned to them by the AGG Board. The AGG Board shall vote on any recommendation made by any committee. If the vote is affirmative, the AGG Board will empower the appropriate person/s to execute or administer each recommendation.
Recommendations should be circulated to members of the AGG Board at least two weeks prior to the meeting of the AGG Board at which such recommendations are to be considered. The Executive Director, if created, or the employee shall attend all Board meetings except when matters concerning his/her employment are to be discussed. No AGG employee can be a voting member of any committee.
With the exception of the committees further defined in this Article below, and/or elsewhere in these Bylaws, the responsibilities, powers, number of members and methods of reporting for each standing committee will be described in the Standing Rules of the AGG. The minutes of committee meetings must be forwarded to the Secretary.
a. Executive Committee
The Executive Committee shall be comprised of the officers. This committee shall have power to act between meetings of the AGG Board, to make recommendations to the Board, and to carry out special responsibilities assigned to it. Authority remains with the AGG Board. Minutes shall be kept of each meeting that shall be read to the next meeting of the AGG Board. At its next meeting, the AGG Board must ratify any interim action taken by this Executive Committee or such action will be overturned.
b. Finance Committee
The Treasurer shall be the Chair of the Finance Committee. The Committee shall recommend to the AGG Board policies that will govern the management of the financial affairs of AGG and ensure that such policies are adequately funded. It shall also fulfill the following specific duties:
1) It shall ensure that capital funds accounts if created and operating budget accounts are kept separately and that each account is audited annually by a Certified Public Accountant.
2) It shall oversee the investment of capital funds unless this responsibility is delegated to another committee by the AGG Board.
3) It shall assume the responsibility for fund-raising assigned to it by the AGG Board.
4) It shall participate in the formulation of the budget, as shall the Chair of each of the Standing Committees.
5) As necessary, it shall review budget estimates and make recommendations to the AGG Board regarding the allocation of available funding approved by the AGG Board.
6) The Finance Committee shall make a written accounting of the finances of the preceding fiscal year of the organization and make it available to the Audit Committee sixty (60) days prior to the Annual Meeting and to the membership upon request at the annual meeting.
7) An Audit Committee shall review annually all financial records of the organization. The Board shall take nominations for at least three nominees from the floor at the annual business meeting. The Membership shall then vote for three nominees. The Treasurer shall see that the Audit committee members receive the financial reports for the previous fiscal year, which the Audit Committee shall review. They shall report their findings to the membership the following day. No currently serving Board Member may serve on this committee and no committee member may serve two consecutive years.
c. Conference Committee
The Conference Committee shall be responsible for the planning and execution of the Annual Meeting. This shall include, but not be limited to: Program, Auction, Members Exhibition, Stained-Glass Tours, Registration, Hotel arrangements, Meals, Budgeting and other issues relating to the annual conference.
d. Education Committee
The Education Committee shall assist and advise the AGG Board on educational programs carried out by the AGG and shall consider resources in effectively planning and carrying out these programs. It shall advise the AGG Board on the presenters, teachers, and/or staff, if necessary, and budget required to carry out such programs. It shall make recommendations to the AGG Board on policies concerning the educational services and programs of the AGG. The Chair of the Education Committee shall sit on the Program sub-committee of the Conference Committee and the Website committee.
e. Scholarship Committee
The Scholarship Committee shall be responsible for annually announcing the scholarship deadline and requirements, screening potential scholarship recipients, seeing that scholarship monies are paid and seeing that the recipients are posted on the AGG website. The Scholarship Chair shall sit on the Auction sub-committee of the Conference Committee.
f. Nominating Committee
The Nominating Committee shall consist of 3 members, none of whom are Directors, and all of whom are nominated by the President with the advice and consent of the AGG Board. The Board must vote to approve them. The committee’s primary function shall be to select and nominate candidates. It shall confirm that candidates are willing to stand for election and serve on the Board of Directors. The Nominating Committee shall make its report to the Secretary at least 45 days before the date of the election. The Secretary shall forward, by email or other means, to each Individual Member a list of all candidates at least 30 days before the date of the election. Committee members serve for one year.
g. Membership Committee
The Membership Committee shall be responsible for outreach to members, maintaining an updated membership list and bringing members’ concerns to the attention of the Board.
h. Long Range Planning Committee
The Long Range Planning Committee shall assist and advise the AGG Board on the future development of the AGG and suggest methods and means for the AGG to accomplish its goals and maintain its mission. It shall make recommendations to the AGG Board on policies concerning the services and programs of AGG. It shall also be responsible for the following: It shall study the consequences of AGG programs and services and make appropriate recommendations for actions and policies to the AGG Board. It shall facilitate procedures by which the membership may recommend their own programs and make recommendations on such procedures to AGG’s Board. It shall assist the AGG Board in creating budgets for programs it recommends. The immediate past-president shall be Chair of this committee.
i. Bylaws Committee
The Bylaws has a minimum of five (5) and a maximum of nine (9), none of whom are Directors or Officers. The President is an ex-officio member of this committee, but has no vote. Any member-in-good-standing can institute a change to the bylaws by sending suggestions to the Bylaws Committee at least 180 days before the annual meeting at which the proposed amendment/s will be considered. It is up to the discretion of the bylaws committee to recommend any amendment to the membership. Bylaws changes must be approved by a two-thirds (2/3) affirmative vote of the entire membership. Members must be given at least 45-days notice on any proposed changes. All ballots must be in the form of signed paper ballots. A PDF will be made available on the website to all members. Completed ballots may be received by the Bylaws Committee before the conference or hand delivered at the conference.
Section 3. Term of Office
The chairperson and each member of a Standing Committee shall serve until his or her successor is appointed or until such committee is sooner terminated, or until he or she is removed, resigns, or ceases to qualify as a member of such committee. The chairperson and each member of an Ad-hoc Committee of the Board of Directors shall serve for the life of the committee unless he or she is sooner removed, resigns, or ceases to qualify as a member of such committee.
Section 4. Task Groups or Ad-Hoc Committees
Task groups, Ad-hoc, or other special committees may be appointed as deemed necessary by the AGG Board.
Section 5. Meetings and Minutes
Each committee Chair, in consultation with the President of AGG, shall plan meetings of his/her committees. Committees shall meet often enough to carry out their responsibilities. Official minutes shall be kept and circulated to all members of a committee. A copy of those minutes shall be forwarded to the Secretary of the AGG.
Section 6. Quorum and Voting
A majority of the committee members shall constitute a quorum. A majority of committee members present at a meeting at which a quorum is present shall be the act of a committee.
ARTICLE XI. DISSOLUTION
Upon the dissolution of the American Glass Guild, Inc., whether voluntary or involuntary, the assets of the Corporation, after all debts have been satisfied, then remaining in the hands of the Board of Directors shall be distributed, in such amounts as the Board of Directors may determine, exclusively to educational organizations which would then qualify under the provisions of Section 501(c)(3) of the IRS Code, or to the United States, or a State or local government, for a public purpose. Any assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the Corporation is then located, exclusively for such purpose.
ARTICLE XII. AMENDMENTS
Any member-in-good-standing can institute a change to the bylaws by sending suggestions to the Bylaws Committee at least 180 days before the annual meeting at which the proposed amendment/s will be considered. It is up to the discretion of the bylaws committee to recommend any amendment to the membership. Bylaws changes must be approved by a two-thirds (2/3) affirmative vote of the entire membership. Members must be given at least 45-days notice on any proposed changes. All ballots must be in the form of signed paper ballots. A PDF of the ballot will be made available on the website to all members. Completed ballots may be received by the Bylaws Committee before the conference or hand delivered at the conference.
ARTICLE XIII. INDEMNIFICATION
Directors' and volunteers' liability. The personal liability of volunteer directors and officers of the corporation is eliminated to the fullest extent permitted by law. The corporation assumes all liability to any person other than the corporation or its members for all acts or omissions of a volunteer director or officer or of a non-director volunteer incurred in the good faith performance of duties as a director or officer or volunteer occurring on or after the date this Article is adopted by the corporation. Any repeal or modification of this Article shall not adversely affect any right or protection of a volunteer director or officer or of a non-director volunteer of the corporation pursuant to this Article existing at the time of any acts or omissions occurring before the effective date of the repeal or modification.
DATE OF ADOPTION: APRIL 5, 2008
REVISED July 2010