| ARTICLE I. CHARTER,
OFFICES, SEAL |
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SECTION 1. The registered
office of the Corporation shall be within the Commonwealth of
Pennsylvania at such location as the National Board shall from
time to time determine.
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SECTION 2. The corporation
may also have offices at such other places as the Board of
Directors may from time to time appoint or the activities of
the Corporation may require.
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SECTION 3. The
Corporation seal shall have inscriber thereon the name of the
Corporation, the year of its organization and the words
"Corporate Seal, Pennsylvania." |
ARTICLE II . PURPOSES |
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SECTION 1. The purposes of
the Guild shall be to: |
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(a) Promote the widespread
use of wallcoverings.
(b) Establish National unity among
paperhangers.
(c) Upgrade the quality of
wallcoverings.
(d) Upgrade the skills of professional
paperhangers.
(e) Encourage good practices and ethics.
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ARTICLE III. MEMBERS |
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SECTION 1. The membership of
the Corporation shall be composed of the following: |
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A. |
Regular member - Any person
who is skilled and employed in the trade of paperhanging for a
minimum of two (2) years is eligible for regular membership |
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Chapter Membership
their status is determined at the chapter level.
At-Large Membership
their status is determined by the National Board of Directors.
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B. |
Probationary Member -
Applicants for regular membership with less than two (2 )
years' experience may apply for probationary membership. Upon
completion of the above minimum requirements, a chapter review
board will determine the status of chapter applicants, and the
National Board will determine the status of at-large
applicants. During the probationary term, the applicant shall
pay full current dues. The Guild logo and all pertinent
references to the Guild' s registered data may not be used
during this period, nor shall the probationary member have
voting rights. |
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C. |
Retiree Member - Any member
who has reached the age of sixty-two (62) and may be
collecting social security, or is disabled and therefore, is
no longer engaged in the trade is entitled to become a retiree
member and pay dues reduced by one half. The retiree must have
been a member for ten (10) continuous years. A letter of
intent to the chapter is required of chapter members, and
their status is determined by their chapter. At-large members
must petition the National Board with a letter of intent, and
their status is determined by the National Board. |
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D. |
National Associate Member -
Any firm, corporation, or association whose business or
interest in the wallcovering industry is national or regional
in scope may become a national associate member and may attend
meetings and participate on a national level without
voting rights. Their status shall be determined by the
National Board. |
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E. |
Chapter Associate Member -
Any firm, corporation, or association whose business or
interest in the wallcovering industry is local in scope, or
any local branch or office of a national or regional
corporation or association may become a chapter associate
member and may attend and participate at the chapter level
with out voting rights. Their status will be determined at the
chapter level. |
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F. |
Honorary Life Member - Any
member with ten (10) continuous years of active membership,
either in a chapter or as an at-large member, is eligible to
receive honorary life membership in the Guild. Application
must be in writing from the chapter president, or at-large
members may apply in writing themselves. Applications must be
directed to the regional director for presentation to the
National Board. If approved by the National Board, the
applicant becomes a "paid up for life" member of the
Guild with full membership rights and voting privileges.
Chapters shall retain the right to set chapter dues for life
members. |
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G |
Ineligibility
for membership shall result in the automatic forfeiture of
membership.
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SECTION 2. Application for membership
shall be in writing and signed by the applicant and
accompanied by the initiation fee, if
applicable, and the current year's dues.
SECTION 3. Applications for at-large
membership shall be reviewed by the National membership
committee. Applications not accepted by the committee
shall be presented to the National Board for final
determination.
SECTION 4. The National Board of
Directors shall determine the amount of all National dues.
| (a) Chapters shall determine the
amount of chapter dues. |
SECTION 5. Member's dues shall be
payable to the National office. The National portion of the
dues will be retained by the National office and the balance
will be refunded to the member's chapter.
| (a) Nonpayment of dues, after a
reasonable period of time set by the National Board,
and a hearing, may be cause of the member's expulsion. |
SECTION 6. The National Board of
Directors, by affirmative vote of two-thirds (2 /3) of the
members present at a constituted meeting, may suspend or expel
a member for just cause after an appropriate hearing.
SECTION 7. Reinstatement of a suspended
or expelled member may be instituted by a written request
signed by the former member and filed with the secretary. The
National Board may by the affirmative vote of two-thirds (2/3)
of the members present at a constituted meeting reinstate such
former member upon such terms as the Board of Directors may
deem appropriate.
SECTION 8. Membership in this
Corporation is not transferable or assignable. All regular,
probationary and retiree memberships in this Corporation shall
be held by individuals. |
ARTICLE IV. CHAPTERS |
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SECTION 1.Chapters applying
for membership in this corporation shall submit written
application for affiliation in form and manner prescribed by
the National Board and in these by-laws. Each application
shall be subject to the acceptance and approval of the
National Board.
SECTION 2. Chapters applying for
affiliation with the Corporation shall adopt and abide by the
bylaws and any rule, practice and/or policies duly adopted by
the National Board, including the following minimum
provisions:
(a) The chapter will hold
regular meetings throughout the year, with a minimum
of six (6) meetings.
(b) Any charter or incorporation
fees will be paid by the chapter.
(c) The chapter shall submit a
list of its' charter members, a minimum of five (5),
each of whom shall have paid the full membership fee. |
SECTION 3. Any chapter that fails to
conform to the bylaws and any rule, practice and/or policies
duly adopted by the National Board or whose conduct or
activity is prejudicial to the best interests of the
Corporation may have its charter revoked by the National
Board. The Corporation shall not be liable for any
non-confirming statements, acts, omissions, or contracts by
any chapter. Upon such revocation, a chapter shall have the
right to appeal any revocation.
SECTION 4. Resignations/Revocation of
charter. Any chapter may resign from the National Guild of
Professional Paperhangers by reason of dissolution or other
reason, provided that all financial obligations to the
National Guild have been fulfilled and that if incorporated
the corporation shall be legally terminated as a Guild of
Professional Paperhangers, and that notice of such resignation
or dissolution shall be certified to the Recording Secretary
and Treasurer of the National Guild. Such notice of
resignation or dissolution shall become effective as
determined by the National Board.
SECTION 5. Upon the revocation of the
charter of any chapter for any reason whatsoever, such chapter
shall forfeit the right to use the name, slogans, emblems,
marks and other insignia of the Corporation.
SECTION 6. In the event a chapter is
dissolved, for any reason, the funds from its treasury shall
be held in abeyance by the National treasurer for a period of
one year, after which time the funds will be transferred to
the general fund of the Guild.
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ARTICLE V. REGIONS |
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SECTION 1. The National Board
of Directors shall organize all the chapters of the Guild into
regions.
SECTION 2. A similar number of chapters
and geographical proximity, where practicable, shall be the
criteria for drawing the regions.
SECTION 3. The National Board may change
the composition of any region whenever it is deemed necessary.
SECTION 4. The members with voting
rights within each region shall vote to elect a regional
director and an alternate to serve on the National Board for a
two (2) year term.
| (a) The regional director shall
be a current member with three (3) continuous years of
Guild membership. |
SECTION 5. The duties of the regional
director are to represent the chapter presidents of the region
at the National Board meetings and to perform all those duties
that may be required of a National Board member. |
ARTICLE VI. BOARD OF DIRECTORS |
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SECTION 1. The Board of
Directors shall have management, control and direction of the
business and affairs of this Corporation.
SECTION 2. The Board of Directors shall
be subject to the bylaws of this Corporation and none of its
acts shall conflict with these bylaws.
SECTION 3. The Board of Directors shall
be comprised of:
(a) Five officers
(b) One regional director for each region
(c) The immediate past president |
SECTION 4. No member of the National
Board shall be personally liable for any money damages
incurred by the Board as allowed by law.
SECTION 5. The Board of Directors may
employ a salaried staff person(s) or firm who shall have the
title of executive vice president and be directly responsible
to the National Board. The compensation for such position
shall be fixed by the Board. The Executive Vice President
shall perform such duties as are set forth in the job
description approved by the National Board.
SECTION 6. The National Board of
Directors shall meet not less than four (4) times each year at
such times and places as it may designate at the first Board
meeting of the calendar year.
(a) A majority of the Board
members in office shall be necessary to constitute a
quorum for the transaction of business. In the event a
regular meeting of the Board fails to obtain a quorum,
those present may fix a time and place, and provide
fourteen (14) days notice of same, for a Board meeting
to be held where in those present at that meeting
shall constitute a quorum.
(b) Special meetings of the
Board may be called by the president or by written
request of five the members of the Board. A minimum of
seven (7) days notice of any such meetings must be
provided. Members present at such duly called meetings
shall constitute a quorum.
(c) Board meetings may be
conducted by conference call or other electronic
media.
(d) In addition to the power and
authority that these bylaws expressly confer upon
them, the National Board may exercise all such powers
of the Corporation and do all such lawful acts and
things as are not by statue or by the articles or by
these bylaws directed or required to be exercised or
done by the members. |
SECTION 7. The National Board may
remove any officer or director from the Board for reasons
deemed sufficient by the Board. Such removal requires a
three fourths (3/4) vote of the Board. All actions
will provide due process.
SECTION 8. The Board may initiate action
to remove any regional director for reasons deemed sufficient
by the Board. If a two thirds (2/3) vote of the Board agrees
that any regional director is undesirable on the Board, all
members of that region shall be notified of the undesirability
and the members with voting rights of that region shall be
asked to re-vote for a regional director. A simple majority
vote in such election shall replace said regional director.
They may desire to re-elect the incumbent regional director,
in which case the Board is required to accept the results and
move on. |
ARTICLE VII. OFFICERS
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SECTION 1. The elected officers of the
Corporation shall be: president, first vice president, second
vice president, treasurer, recording secretary, and immediate
past president. Their terms shall be two (2) years.
(a) The president shall be the
chief executive officer of the Corporation. He shall
preside at all meetings of the officers and directors.
He shall have general and active management of the
affairs of the Corporation and shall see that all
orders and resolutions of the Board are carried into
effect. He shall have general charge of the executive
vice president, so employed under Article VI, Section
6, and he shall see that all orders and resolutions of
the Board are carried into effect. He shall appoint
the chairman and be ex-officio member of all
committees except the nominating committee.
(b) The first vice-president
shall act in all cases as the president in the
latter's absence or incapacity and shall perform such
other duties as he/she may be required to do from time
to time.
(c) The second vice-president
shall act in all cases as the first vice-president in
the latter's absence or incapacity and shall perform
such duties as he/she may be required to do from time
to time.
(d) The treasurer shall have
custody of the Corporate funds and securities and
shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation.
He/she shall keep the monies of the Corporation in a
separate account to the credit of the Corporation.
He/she shall disburse the funds of the Corporation as
may be ordered by the National Board, and only the
National Board, taking proper vouchers for such
disbursements. He/she shall render to the Board an
account of all his transactions as treasurer and the
financial condition of the Corporation. He/she shall
be the final signer on all checks, after preparation
by the executive vice president.
(e) The secretary shall attend
all sessions of the Board and record all the votes of
the Corporation and all the minutes of all its
proceedings. He/she shall report all of his activities
directly to the Board of Directors.
(f) The immediate past president
shall maintain communication and activities with
internal and external groups to further the purposes
and the ideals of the Guild. He/she may involve
liaison with organizations within or related to the
wallcovering industry, and any other duties such as
the president and the Board may require. |
SECTION 2. Elections, by the membership,
for officers shall be held every two (2) years.
SECTION 3. Candidates for president and
first vice-president shall have actively served on the
National Board, as an officer, elected regional director or
general director (position eliminated in 2003) for a minimum
of three (3) continuous years.
SECTION 4. Candidates for second
vice-president, treasurer or secretary shall have actively
served on the National Board, as an officer, elected regional
director or general director (position eliminated in 2003) for
a minimum of one (1) year.
SECTION 5. In the event of a Board
member vacancy created by resignation, death, removal,
disqualification, or otherwise, of any elected Board member,
the president, with Board approval, shall appoint a temporary
Board member to serve until the next regular election occurs,
unless otherwise covered in these bylaws. |
| ARTICLE VIII. COMMITTEES |
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SECTION 1. Standing Committees shall be:
Bylaws
Finance/Budget
Certification
Member Services
Communications
Problem Reporting
Convention
Standing Rules |
SECTION 2. The chairperson of each standing committee shall
appoint members to that committee, keeping in mind a
willingness to serve. Standing committees shall act on
assignments from the Board and on their own volition. Their
purpose shall be to investigate and make recommendations to
the National Board. The committee chairperson shall file a
quarterly report for the Board, to be placed in the Board Book
prior to the next Board meeting.
SECTION 3. The National Board of
Directors shall elect a nominating committee composed of three
(3) current or former National Board members. It shall be the
duty of the nominating committee to nominate all qualified
candidates for each of the positions of officers that are
coming up for election. It shall also be the duty of the
nominating committee to verify that all candidates for all the
positions on the National Board have met the requirement
stipulated in the bylaws and election procedures.
SECTION 4. The president with Board
approval may appoint such special committees, sub-committees
and task forces as may be required. |
ARTICLE IX.
MEMBERSHIP MEETINGS |
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SECTION 1. There shall be an
annual meeting of the membership. This meeting may be held
outside the Commonwealth of Pennsylvania, at the same place as
determined by the National Board, as a convention, workshop or
other event with a convenient time set aside for the meeting.
Annual reports will be given and whatever official business
deemed necessary will be conducted. Installation of Board
members will also be held in conjunction with this meeting.
SECTION 2. Special meetings of the
members may be called at any time by the president or the
National Board of Directors. Special meetings must be called
if requested by 10% of the membership.
SECTION 3. Notice of any meeting of the
members shall be at least thirty (30) days before the time
appointed for the meeting.
SECTION 4. A quorum for all meetings of
the members shall be those present.
SECTION 5. The National Board may
determine that the members shall vote on any matter by mail
ballot, and whenever a mail ballot is employed for any
meetings or elections in the corporation, it shall be
understood that all the members eligible to vote in said
meeting or election are present.
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ARTICLE X. PARLIAMENTARY AUTHORITY
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The rules contained in the
current edition of Robert's Rules of Order Newly Revised shall govern the Corporation in all cases to which they are
applicable and in which they are not inconsistent with these bylaws and any special rules of order
the Corporations may adopt. |
ARTICLE XI. STANDING
RULES |
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Those acts of the National
Board of Directors that it deems important, and/or have
established a precedent, and all special rules of order
enacted by the Board, shall be recorded, retained and
available to the membership. |
ARTICLE XII. AMENDMENT OF BYLAWS |
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SECTION 1. Amendment to these
bylaws may be proposed by the National Board of Directors.
SECTION 2. Amendments to the bylaws
require a two-thirds (2/3) affirmative vote of the ballots
cast by the general membership. Voting shall be by mailed
ballot.
SECTION 3. Notice of proposed amendments
shall be given at least thirty (30) days before the time of
voting. |
ARTICLE XIII. TERMINATION
OF NATIONAL ORGANIZATION |
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In the event the National
organization should terminate for any reason, the assets will
be donated to a non-profit organization. The National Board
will determine the non-profit organization. |
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[A Non-Profit Corporation]
Incorporated under the Non-Profit Corporation Law Of the
Commonwealth of Pennsylvania [Effective July 1993];
[Amended July 1994; July 1995; October
1996; July 1997, November 1998, October 2000, and April 2001) |
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