By-Laws of the Society of Gilders, Inc.
A New Jersey Nonprofit Corporation
ARTICLE I
NAME
The name of the Corporation is: SOCIETY OF GILDERS, INC.
ARTICLE II
PURPOSES
Section 1. The purposes for which the Corporation is formed are those set forth in its Certificate of Incorporation, as from time to time may be amended, and generally to educate the public in and to promote public interest in and appreciation of the art of gilding.
Section 2. The Corporation is not formed for pecuniary or financial gain, and no part of the assets, income or profit of the Corporation is distributable to, or inures to the benefit of its members, trustees, directors, or officers. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in any political campaign on behalf of any candidate for public office.
Section 3. The purposes of the Corporation are promoted through an educational program, a newsletter, ^electronic communications, and a registry for artists, and are developed and furthered through conferences, committees, projects and programs.
ARTICLE III
MEMBERSHIP AND DUES
Section 1. Requirement for Membership. Any individual who subscribes to the purposes and basic policies of the Corporation may become a member of the Corporation subject only to compliance with the provisions of the Bylaws.
Section 2. Annual Enrollment. The Corporation shall conduct an annual enrollment of members but persons may be admitted to membership at any time.
Section 3. Eligibility to Participate and for Office. *Only members in good standing of the Corporation shall be eligible to participate in its business meetings. *Only members in good standing for 3 months may serve in any of its elective or appointive positions.
Section 4. Classification and Dues. There shall be ******six classes of members who shall pay annual dues, as follows:
Classes
A. Corporate Gold
B. Corporate Silver
C-1. Business – Enterprise
C-2. Business – Sole / Dual Practitioner
D. Individual Member
E. ^Student
Section 5. Vote. Each General Member shall have one vote and is entitled to receive the newsletter. *Each #Sole/Dual Business Member shall have two voting memberships. #Each Enterprise Business member shall have four voting memberships. #Each Silver Corporate member shall have eight votes and each Gold Corporate member shall have ten, and shall receive the respective number of Gilders Tips.
Section 6. Annual Meetings. At least one meeting of the members shall be held each year at such place and time as the Board of Trustees may by resolution designate. Special meetings may be called at any time by the Chairman of the Board, the President or by a majority of the Board, and shall be called by the Board whenever so requested in writing by ten percent of the members entitled to vote at such meeting.
Section 7. Purpose of Meeting. At the annual meeting every other year trustees shall be elected. Any other business may be transacted, but if the meeting is a special meeting no business shall be transacted except that provided for in the notice of such special meeting.
Section 8. Notice. ^The Secretary shall serve a written notice of meeting of members directed to each member of record as of the day on which such notice is given. Such notice shall be given personally, or deposited in the United States mail, postage prepaid (first class), or by ^electronic communication not less than 10 or more than 40 days before the meeting. It shall state the place, date, hour, and purpose of the meeting, and unless it is an annual meeting, indicate that it is being issued by or at the direction of the person or persons calling the meeting.
Section 9. Quorum. At all meetings of members there shall be present in person or by proxy or ^telephone at least one-tenth of all the members entitled to vote, or if one-tenth be one hundred or more, then one hundred shall constitute a quorum for the transaction of business, but less than a quorum shall have power to adjourn any meeting from time to time until a quorum be present and the meeting as adjourned may be held without further notice.
Section 10. Voting. Unless otherwise prescribed in these Bylaws or by the law, all business shall be transacted by majority vote. ^Members in each class shall have the number of votes specified in Section 5. Neither the election of trustees nor any other action by the members need be by ballot.
Section 11. Proxies. Each member entitled to vote may vote either in person, ^by telephone, by electronic communication, or by proxy. No proxy shall be valid after the expiration of eleven months from the date of its execution unless the member executing it shall have specified therein its duration. Every proxy must be executed in writing by the member, or by his or its attorney-in-fact.
Section 12. Record Date. The record date for the determination of members entitled to vote shall be by 50 days before the date of the meeting; however, the Board may fix, in advance, another date as the record date not less than 10 days (nor more than 60 days) before the date of the meeting.
Section 13. Adjournment. Any meeting may be adjourned by a majority vote of the members entitled to vote present in person, ^by telephone, or by proxy, whether or not less than a quorum. When a meeting is adjourned, no further notice shall be required if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken.
ARTICLE IV
BOARD OF TRUSTEES (^also to be known as The Gilded Council”)
Section 1. Powers and Numbers. The Board of Trustees shall have general power to control and manage the affairs and property of the Corporation in accordance with the charitable purposes and limitations set forth in the Certificate of Incorporation and as set forth in Article II above, that is, to collect dues, to solicit and obtain money or property by gift, bequest or devise from individuals, private organizations and public sources and to invest and reinvest the same, and to apply the income and principal thereof, as the Board of Trustees may from time to time determine, exclusively for charitable, scientific or educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code; and to conduct any and all other activities that will from time to time be found appropriate in connection with the foregoing and that are lawful for not-for-profit corporations. The initial ***number of trustees constituting the entire Board shall be nine. The number may be increased or decreased by amendment of the Bylaws, but no decrease shall shorten the term of any incumbent trustee. The Board may by resolution create an honorary seat on the Board of Trustees in recognition of special services or contributions made to the Corporation. ****The Board of Trustees may determine the number and ranking of alternates. ^Alternates do not have a vote at Board meetings, unless called upon due to lack of a quorum as specified in Section 8.
Section 2. Election and Term of Office. The initial trustees shall be the persons named in the Certificate of Incorporation. The initial trustees shall serve for a term of two years and subsequent trustees shall be elected for a term of two years at every other annual meeting of the members, and each shall continue in office until his successor shall have been elected and qualified, or until his death, resignation or removal. ^All trustees must be members in good standing. Trustees are expected to attend at least three meetings per year unless their absence has been excused by the President. Alternate trustees are expected to attend at least one meeting per year.
Section 3. Removal. Any trustee may be removed, for cause, by a vote of a majority of the trustees then in office, at any special meeting of the Board called for that purpose.
Section 4. Resignation. Any trustee may resign from office at any time by delivering a resignation in writing to the Chairman of the Board of Trustees, and the acceptance of the resignation, unless required by its terms, shall not be necessary to make the resignation effective.
Section 5. Vacancies and Newly Created Trusteeships. Any newly created trusteeships and any vacancies on the Board of Trustees arising at any time and from any cause may be filled at any meeting of the Board of Trustees by a majority of the trustees then in office. The new Trustee shall serve until the next general election.
Section 6. Place and Time of Meetings. The Board shall meet following the annual meeting of the members. The meetings shall be held at a time and place fixed by the Board. A special meeting may be called at any time by the President or any other officer or by written demand of any trustee at any time and place specified by him.
Section 7. Notice of Meetings. Notice of the time and place of each special or annual meeting of the Board, and, to the extent possible, a written agenda stating all matters upon which action is proposed to be taken, shall be mailed by the Secretary to each trustee, postage prepaid, addressed to him or her at his or her residence or usual place of business (or at such other address as he or she may have designated in a written request filed with the Secretary), at least 30 days before the day on which the meeting is to be held, ^or it may be communicated electronically to any or all members; however, notice of special meetings to discuss matters requiring prompt action may be sent to him or her at such address by telegram or cablegram or given personally or by telephone, ^or by electronic communication no less than 7 days before the time at which the meeting is to be held. Notice of a meeting need not be given to any trustee who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice.
Section 8. Quorum and Changes in Quorum Requirement. At all meetings of the Board of Trustees, *****two-thirds of the trustees then in office shall constitute a quorum for the transaction of business. ^Alternate trustees who are present may be called upon to constitute the quorum as needed and their votes shall be counted equally to those of trustees.
Section 9. Action by the Board. At any meeting of the Board of Trustees at which a quorum is present, the vote of a majority of the trustees present at the time of the vote shall be the act of the Board. Participation of one or more trustees by conference telephone allowing all persons participating in the meeting to hear each other at the same time shall constitute presence in person at the meeting.
Any action required or permitted to be taken by the Board or by any committee thereof may be taken without a meeting if all members of the Board or the committee consent in writing or ^by electronic communication to the adoption of a resolution authorizing the action. The resolution and the consents shall be filed with the minutes of the proceedings of the Board or committee.
Section 10. Committees of the Board.
(a) The Board, by resolution adopted by a majority of the entire Board, may establish an executive and other standing committees. Each committee so established shall consist of *two or more trustees and, to the extent provided in the resolution establishing it, shall have all the authority of the Board except as to the following matters:
(1) Make, alter or repeal any bylaw of the Corporation;
(2) Elect or appoint any trustee, or remove any officer or trustee;
(3) Submit to members any action that requires members’ approval; or
(4) Amend or repeal any resolution previously adopted by the Board.
(b) The Board, by resolution adopted by a majority of the entire Board, may:
(1) Fill any vacancy in any committee;
(2) Appoint one or more trustees to serve as alternate members of any committee, to act in the absence or disability of members of any committee with all the powers of the absent or disabled members;
(3) Abolish any committee at its pleasure; and
(4) Remove any trustee from membership on a committee at any time, with or without cause.
(c) Actions taken at a meeting of any committee shall be reported to the Board at its next meeting following the committee meeting; except that, when the meeting of the Board is held within 2 days after the committee meeting, the report shall, if not made at the first meeting, be made to the Board at its second meeting following the committee meeting.
(d) The designation of any committee and the delegation thereto of authority shall not operate to relieve the Board, or any member thereof, of any responsibility imposed by law.
(e) Special committees may be appointed by the Chairman of the Board of Trustees or the President of the Corporation if there is no Chairman of the Board with the consent of the Board and shall have only the powers specifically designated to them by the Board.
ARTICLE V
Section 1. Officers. The officers of the Corporation shall be a president, one or more vice-presidents, a secretary, a treasurer, and such other officers as the Board of Trustees may from time to time elect. Any two or more offices may be held by the same person, except the offices of president and secretary.
Section 2. Election, Term of Office and Removal. The officers of the Corporation shall be elected by the trustees for a two year term at the meeting of the Board of Trustees immediately following the election of trustees, and each officer shall continue in office until his successor is elected and qualified, or until his death, resignation or removal. Any officer of the Corporation may be removed, with or without cause, by the vote of two-thirds of the entire Board.
Section 3. Other Agents and Employees. The Board of Trustees may from time to time appoint such agents and employees as it shall deem necessary, each of whom shall hold office at the pleasure of the Board of Trustees, and shall have such authority, perform such duties and receive such reasonable compensation, if any, as the Board of Trustees may from time to time determine.
Section 4. Vacancies. Any vacancy in any office may be filled by the Board of Trustees. Any officer so elected shall hold office until the election and the qualification of his successor at the annual meeting of the Board of Trustees.
Section 5. President: Powers and Duties. The President shall preside at all meetings of the Board of Trustees and shall generally supervise the affairs of the Corporation. He shall keep the Board of Trustees fully informed. He shall have the power to sign alone, unless the Board of Trustees shall specifically require an additional signature, in the name of the Corporation, all contracts authorized either generally or specifically by the Board of Trustees. The President shall also have such other powers and perform such other duties as the Board of Trustees may from time to time prescribe. In the absence or inability of the President to act, another officer selected by the Board shall perform all the duties and may exercise any of the powers of the President. The President shall be ex officio a member of all committees.
Section 6. Vice-President: Powers and Duties. The Vice-president shall ^ assist the President as requested by the President, and have such other powers and perform such other duties and serve on such committees as the Board of Trustees may from time to time prescribe.
Section 7. Secretary: Powers and Duties. The Secretary shall:
(a) keep the minutes of all meetings of the Board of Trustees in books to be kept for that purpose, or ^approve such minutes as are recorded by a designated recorder;
(b) serve or cause to be served all notices of the Corporation; and
(c) perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him or her by the Board.
Section 8. Treasurer: Powers and Duties. The Treasurer shall keep or cause to be kept complete and accurate accounts of receipts and disbursements of the Corporation. The Treasurer shall deposit all moneys and other valuable effects of the Corporation in the name and to the credit of the Corporation in such banks or depositories as the Board of Trustees may designate. Whenever required by the Board of Trustees, the Treasurer shall render a statement of the accounts. The Treasurer shall at all reasonable times exhibit the books and accounts to any officer or trustee of the Corporation, and shall perform all duties incident to the office of treasurer and such other duties as shall from time to time be assigned to him by the Board of Trustees. At the annual meeting of the members during the calendar year, the Treasurer shall present a report to the members and the Board showing in appropriate detail:
(1) the assets and liabilities of the Corporation as of a twelve month fiscal period terminating not more than six months prior to the meeting;
(2) the principal changes in assets and liabilities during that fiscal period;
(3) the revenues or receipts of the Corporation, both unrestricted and restricted to particular purposes, for that fiscal period, and
(4) the expenses or disbursements of the Corporation for both general and restricted purposes during that fiscal period. The report shall be filed with the minutes of a meeting of the Board. The report may consist of a verified or certified copy of any report by the Corporation to the Internal Revenue Service which includes the information specified above. The Treasurer shall, if required by the Board of Trustees, give such security for the faithful performance of his duties as the Board of Trustees may require.
ARTICLE VI
CONTRACTS, CHECKS, BANK ACCOUNTS AND INVESTMENTS
Section 1. Checks, Notes and Contracts. The Board of Trustees is authorized to select the banks or depositories it deems proper for the funds of the Corporation. The Board of Trustees shall determine who shall be authorized from time to time on the Corporation’s behalf to sign checks, drafts or other orders for the payment of money, acceptances, notes or other evidence of indebtedness, to enter into contracts or to execute and deliver other documents and instruments.
Section 2. Investments. The funds of the Corporation may be retained in whole or in part in cash or be invested and reinvested from time to time in such property, real, personal or otherwise, or stocks, bonds or other securities, as the Board of Trustees may deem desirable.
!Section 3. Operating Reserves Policy
The purpose of the Operating Reserves Policy for the Society of Gilders (SOG) is to ensure the stability of the mission, programs, employment and ongoing operations of the organization. The Operating Reserves is intended to provide an internal source of funds for situations such as a sudden increase in expenses, one-time unbudgeted expenses, unanticipated loss in funding, or uninsured losses. The Reserves may also be used for one-time, nonrecurring expenses that will build long-term capacity such as staff development or investment in infrastructure. Operating Reserves are not intended to replace a permanent loss of funds or eliminate an ongoing budget gap. It is the intention of the SOG Board of Directors for Operating Reserves to be replenished within a reasonably short period of time after they are used for their intended purposes.
The target minimum Operating Reserves Fund is equal to a minimum of three (3) months of average regular SOG expenses. The amount of the Operating Reserves Fund target minimum will be calculated each year and reported by the Treasurer and/or President of SOG to the board of directors as part of the budget approval process, or soon after the budget approval. In the case of a year with extraordinary expenses (for example, the SOG biannual conference) then the Treasurer and President can propose an adjusted Operating Reserves Fund that does not include those extraordinary expenses in calculating the average monthly SOG expenses.
The Operating Reserves Fund will be recorded in the financial records as Board-Designated Operating Reserves.
Use of the Operating Reserves requires three steps: (1) Identification of appropriate need of reserve funds by both the SOG Treasurer and SOG President, confirming that the use is consistent with the purposes of the reserves as described in this policy; (2) communication to the SOG board of directors of the need for use of the reserves funds and the amount needed, and requesting approval to use the funds; and (3) approval by the majority of the board.
The Treasurer and/or President of the SOG board will report to the board on the outcome of the use of the reserves funds and the plans for replenishing the reserves funds, and will provide updates to the board, as appropriate, on progress to restore the Operating Reserves Fund to the target minimum amount.
ARTICLE VII
OFFICE AND BOOKS
Section 1. Office. The office of the Corporation shall be located at such place as the Board of Trustees may from time to time determine.
Section 2. Books. There shall be kept at the office of the Corporation correct books of account of the activities and transactions of the Corporation, including a minute book, which shall contain a copy of the Certificate of Incorporation, a copy of the Bylaws, and all minutes of meetings of the Board of Trustees.
ARTICLE VIII
FISCAL YEAR
The fiscal year of the Corporation shall be the calendar year.
ARTICLE IX
AMENDMENTS
These Bylaws may be amended at any meeting of the Board of Trustees by a vote of two-thirds of the entire Board of Trustees.
*Amended Fall, 1992
** Amended Fall, 1997
*** Amended Fall, 1998
**** Amended Fall, 1998
**** Amended Fall, 1998
*****Amended Fall, 2002
*Amended March 2003 (bold)
******Amendment to the Bylaws, May 27, 2008 ^Amended June 2015
#Amended March 2019 !Amended January 2020