the Stencil Artisans League, Inc.
Decorative Artisans League, Inc.
1. Membership Qualifications. Membership in this League shall be
open to all persons interested in the art of stenciling and related arts, and
to persons, firms, corporations, subsidiaries, and divisions of corporations
engaged in stenciling, the stenciling industry and related arts.
2. Membership Application and Election. Application for
membership shall be made in writing in the name of the applicant giving such
information as is required on an application form approved by the Board of
Directors and such additional information as the Board of Directors may
require. An applicant shall become a member without further action upon
furnishing the information requested and upon payment of the applicable dues.
3. Membership Classification. Each member of this League shall be
assigned to a specific category of membership in accordance with membership
categories and pursuant to guidelines established by the Board of Directors.
Each member shall be so listed in the League Membership.
4. Membership Meetings. The Annual Meeting of the League
shall take place during the Annual Convention which shall be held at such time
and place as may be determined by the Board of Directors. Notice of all general
meetings of the League and of the Annual Convention shall be sent to every
representative of all members by the Secretary. Publication of such notice in
any official publication of the League shall be deemed sufficient notice.
5. Membership Quorum and Voting.
The right to vote and
hold office shall apply to all members of the League in good standing as
defined in Section 6 (A) of this Article One. Any action that may be taken at any annual, regular or special meeting of the
members may be taken without a
meeting if the Board of Directors delivers or causes to be delivered a written
or electronic ballot to every member entitled to vote on the matter. Such ballot may be sent to the postal,
facsimile or email address of a member as it appears on the records of the
Corporation. If the ballot is sent by
mail, it shall be deemed delivered when deposited in the United States mail properly
addressed and with postage prepaid thereon.
If the ballot is sent by facsimile or email, it shall be deemed
delivered upon receipt of confirmation that the transmittal has been
A quorum of 10% of the membership of the League as of the ballot or
meeting date is required for the election of Directors, adoption or amendment
of bylaws and approval of other actions submitted by written ballot. A quorum of 2% of the membership is required
for the approval of actions at membership meetings, other than the election of Directors
and the amendment of Bylaws. Matters
arising at a meeting of members for which Notice has not been provided require
a quorum of 20% of the membership.
voting for Directors of the Board.
written or electronic ballot will be delivered to each member and will include:
nominees to the Board of Directors (Each member will vote for a maximum of
number of responses required to meet quorum requirements;
percentage of approvals necessary to elect a director; and
specific time by which the ballot must be received by the League to be counted.
Directors will be elected by a simple majority of those voting.
Voting on all Other Non-Bylaw Actions
members in good standing may submit items for the Board of Directors to
consider for possible action by the League.
All members will be furnished with a copy of the action to be voted on
either by written or electronic ballot or by notice of an Annual or Special
written or electronic ballot will be delivered to each member that will:
forth each proposed action;
number of responses required to meet quorum requirements;
percentage of approvals necessary to approve each matter;
specific time by which the ballot must be received by the League to be counted;
an opportunity to vote for or against each proposed action
action will be approved by a simple majority of those voting.
6. Membership Standing, Suspension, Expulsion and Termination.
Standing. A member who has submitted the required information on a membership
application and has paid annual applicable dues shall be a member in good
standing, unless such membership has been suspended or terminated by the
provisions of this Section 6 of Article One.
or Expulsion. A member may be
suspended for a period or expelled for cause such as violation of any of the
bylaws or Rules of the Corporation, or for conduct prejudicial to the best
interest of the League. Suspension or expulsion shall be by a two-thirds vote
of the Board of Directors, provided that a statement of the charges shall have
been mailed by registered mail to the member under charges at his last recorded
address at least fifteen (15) days before final action is taken thereon. This statement shall be accompanied by
a notice of the time when and place where the Board of Directors is to take action.
The member shall be given an opportunity to present a defense at the time and
place mentioned in such notice.
for Failure to Pay Dues. Membership will automatically terminate and membership
benefits shall cease after thirty (30) days for a member who is in default of
payment of dues from the beginning of the fiscal year of the League or period
for which such dues become payable, provided that a statement of the amount due
and notice of termination shall have been mailed to the member at his last
recorded address at least fifteen (15) days before final action is taken thereon. This statement shall be accompanied by
a notice of the time and place of the next meeting of the Board of Directors.
The member shall be given an opportunity to present a defense at the time and
place mentioned in such notice.
of Membership Benefits. The interest in
the funds, property, and other assets of the League of every member whose
membership shall terminate for any reason, except dissolution of the League,
shall immediately cease, and such member and the representative of such member
shall have no claim against the League or against the other members or their
representatives or any of them.
Board of Directors
1. Composition. The affairs of the league shall be
controlled and administered by a Board of Directors that will consist of a minimum
of seven (7) and a maximum of
nine (9) members. The Board of Directors shall consist of the president, past
president, vice president, secretary, treasurer and three (3) to five (5) members at large. Upon expiration of the
regular term of office of any Director, a majority of the members voting shall
elect a successor Director who shall serve for a term of three years beginning
immediately following installation. The
terms of the Directors shall be staggered, so that a maximum of three Directors
shall be elected each year. In the event
that the office of any Director shall become vacant prior to the expiration of
the regular term of such Director, a majority of the then remaining Directors
may elect a successor Director who shall serve for the remainder of the term of
the Director whose office has become vacant. Any Director may resign by giving
notice of same to the President or any other then serving Director. A Director
may be removed, with cause, by a two-thirds (2/3) vote of the entire Board of
Directors where notice of the proposed action is given in advance to all of the
Directors. A Director shall be considered incapacitated if for any reason the Director
is not able to carry on the duties of the office and the remaining Directors have
declared such director incapable of serving, and the office of such Director is
vacant, by two-thirds (2/3) vote of the Directors voting where notice of the
proposed action is given in advance to all of the Directors. No Director who
has served six (6) consecutive years or seven (7) consecutive years in the case
of a person who has served as Vice President and President, pursuant to the
leadership track as defined in Section 6 of this Article Two, shall be eligible
for re-election as a Director until one (1) year after the expiration of the Director's
term of office.
2. Qualification. Election to office or to the Board of Directors is restricted to individual
members (or representatives of corporate members) of the League who are in good
standing as defined in Section 6(A )of Article One. Only one member of the same
family and only one officer, director or employee of the same corporation may
serve on the Board at any time.
3. Installation of Directors. After the election of
new members to the Board of Directors, the retiring President shall oversee installation
of the newly elected directors.
4. Board Meetings. The Board of Directors shall meet at least once annually in
addition to meetings at the Convention of the Members of the League. The Board
shall meet at such times and places, either in person or via electronic
communication, as may be determined by the President of the Board, and transact
all business of the League requiring attention. A majority of the members of
the Board present in person or electronically, shall constitute a quorum. A
majority vote, either in person or electronically, of all members present shall
be sufficient to adopt measures coming before the Board. The President of the
Board shall call special meetings, either in person or electronically, of the
Board whenever he deems it expedient, or at the written request of five (5)
directors. Ten (10) days prior, written notice, either sent via a postal
carrier or sent electronically, of meetings of the Board of Directors shall be
sent to all Directors by the Secretary.
5. Board Vacancies. Should any director absent himself from three (3) consecutive
meetings of the Board of Directors within a six month period, resign,
cease to be a representative of a Voting Member or dies while in office, his
office shall be declared vacant, unless otherwise determined by the Board of
6. Officers. The officers of the League shall be a President, Past President, Vice
President, Secretary, and Treasurer.
There shall be a leadership track whereby the Vice President shall
become the President following a one-year term as Vice President; the President
shall become the Past President following a one-year term as President; and the
Past President shall serve a one-year term.
of Election. The officers shall be elected from the
Board of Directors. The Board of Directors shall elect all officers for a term
of one (1) year. No officer shall be eligible for re-election in the same office
until one (1) year after the expiration of his second term in that office. To
coincide with the annual conference and business meeting it may be necessary
from time to time to extend officer terms.
Therefore a term may or may not be longer than one (1) year. With and
only with a majority vote of the board may an officer’s term be extended beyond
a two year time period.”
A majority of a quorum present shall be
necessary to constitute an election.
of Officers. The duties and powers of the officers of the League shall be as
1. President. The
President shall preside at the meetings of the League and of the Board of
Directors and of the Executive Committee, and shall be a member ex officio,
with right to vote, of all committees except the Nominating Committee. He shall
also, at the Annual Meeting of the League and such other times as he deems
proper, communicate to the League or to the Board of Directors such matters and
make such suggestions as may in his opinion tend to promote the prosperity and
welfare and increase the usefulness of the League and shall perform such other
duties as are necessarily incident to the office of the President.
2. Past President. Following a one-year term as President, the President
shall become the Past President. The
Past President shall be an adviser to the President and shall perform such
other duties as are necessarily incident to the office of the Past President. If
the President dies or resigns, the Past President will complete the term of the
3. Vice President. The
Vice President shall assume the duties of the President in those instances
where the President cannot perform the duties of his office, except in the case
of death or resignation where the Past President shall assume the duties of the
President. Following a one-year term as
Vice President, the Vice President shall become the President.
4. Secretary. It
shall be the duty of the Secretary to give notice of and attend all meetings of
the League and keep a record of their doings; to conduct all correspondence and
to carry into execution all orders, votes, and resolutions not otherwise
committed; to keep a list of the members of the League; to notify the officers
and members of the League of their election; to notify members of their
appointment on committees; to prepare, under the direction of the Board of
Directors, an annual report of the transactions and condition of the League,
and generally to devote his best efforts to forwarding the business and
advancing the interest of the League. In case of absence or disability of the
Secretary, the Executive Committee may appoint a Secretary pro tem.
5. Treasurer. The
Treasurer shall keep an account of all moneys received and expended for the use
of the League, and shall make disbursements only upon vouchers approved in
writing by any member of the Executive Committee. He shall review all sums
deposited in a bank, or banks, or trust company approved by the Executive
Committee, and make a report at the annual meeting or when called upon by the
President. Funds may be drawn upon the signature of the Treasurer if the amount
of such disbursement is less than $1,000.00. When the disbursement exceeds
$1,000.00, the check must be co-signed by the President, or such other third
person whose name appears on the bank signature card.
The funds, books and
vouchers in his hands shall at all times be under the supervision of the
Executive Committee and subject to its inspection and control. At the
expiration of his term of office, he shall deliver over to his successor all
books, moneys, and other property, or, in the absence of a treasurer-elect, to
the President. In case of the absence or disability of the Treasurer, the
Executive Committee may appoint a treasurer pro tem.
Bond of Treasurer. The Treasurer shall, if required by the Board of
Directors, give to the League such security for the faithful discharge of his
duties as the Board may direct.
Vacancies. All vacancies in any office shall be filled by the Board
of Directors without undue delay, at its regular meeting, or at a meeting
specially called for that purpose.
Travel Expense Reimbursement. Executive Committee Members, Board
Members, and other Board designates shall be reimbursed for expenses to and
from official functions as set forth in reimbursement guidelines established by
the League for official travel.
Installation of Officers. After the election of new Officers by the
Board of Directors, the retiring President shall install into office the newly
elected President who shall then declare all other newly elected officers into
1. Standing Committees. The President is authorized to enlist
a large and active corps of participants from all classes of membership of the
League to serve on standing committees working on behalf of Board and the
entire membership. There shall be no limitation on the eligibility for
appointment to such committees except that only directors may serve as members
of the Executive Committee.
Committee. The Executive Committee shall consist of the President, Vice
President, Secretary and Treasurer. The Executive Committee shall exercise for
and on behalf of the Board of Directors all functions which the Board may
authorize. The Executive Committee shall be empowered to act for and in behalf
of the Board between meetings of the Board of Directors. The Executive
Committee shall also serve as the Compensation Committee and shall follow all
applicable provisions of the Internal Revenue Code and Treasury Regulations,
specifically section 4958 of the Internal Revenue Code, governing the payment
of compensation to officers, directors and key employees by a tax-exempt
organization. A majority of the members of the Executive Committee shall
constitute a quorum for the transaction of business.
Executive Committee Meetings.
Special meetings of the Executive Committee may be called by the President or
shall be called on the written request of two (2) members of the Executive
Committee, with reasonable notice by telephone, wire, mail, or in person to
Executive Committee Meetings. Any special meeting of the Executive Committee
may be held by a quorum being represented at such meeting in person; or by such
meeting being held by means of a conference through telephone conversation or
electronically; PROVIDED, HOWEVER, that all members of the Executive Committee,
or quorum thereof, must actually participate in the telephonic or electronic
meeting at the same time. If a quorum of the Executive Committee participates
in such telephonic or electronic conference, then any matter considered,
resolution adopted, action taken, or
decision made by a majority of the Committee participating in such conversation
shall be valid, effective and binding on the entire Executive Committee, as
fully and completely as if such meeting were held and a quorum were present in
person at such meeting, and a majority of the Committee voted in person on such
matter, resolution, action, or decision; PROVIDED, HOWEVER, that due notice of
the date, and the time of day of such telephone or electronic conference, and
of the matter, resolution, action or decision to be considered or acted upon at
such telephone or electronic conference, shall be given to all of the
Membership of the Executive Committee. Notice of the meeting shall also be
given to the Directors who are not members of the Executive Committee.
Committee. The Nominating Committee
shall be appointed by the President and shall consist of not less than three
(3) members nor more than five (5). The President shall not serve as a member of
this Committee. The Nominating Committee shall prepare a slate of proposed
directors for presentation to the membership of the League.
Committee. The Budget Committee shall be appointed by the Treasurer and shall
consist of not less than three (3) members. The Committee shall meet annually
to review the previous year's expenses and submit a proposed budget to the
Board of Directors.
2. Other Standing Committees. At the first meeting of
the Board of Directors, after their election, or as soon thereafter as
practicable, the President shall, subject to its approval, appoint the
following committees to consist of as many members as seems advisable:
Certification and Awards Committee
News Magazine Committee
The members of such Committees shall serve until the appointment of
3. Special Committees. The President, may, at any time, appoint other committees on any
subject for which there are no standing committees.
4. Committee Quorum. A majority of any committee of the League shall constitute a
quorum for the transaction of business, unless any committee shall by a
majority vote of its entire membership decide otherwise.
5. Committee Reports. All committees shall report annually, and may report at any time,
to the Board of Directors.
1. Composition. The Executive Committee of the Board may also serve as Corporate
1. Affiliation. The League may grant affiliation to chapters who comply with such
requirements as are established by the Board.
2. Chapter Organization and Funding. The Chapter shall have
the authority to elect officers and establish a chapter dues structure.
3. Withdrawal of Affiliation. The Board of Directors
of the League shall have the authority to withdraw chapter status from any
chapter failing to comply with the requirements established by the Board of
4. Chapter Membership. No chapter may grant membership to any person, firm or corporation
unless said person, firm or corporation is a member of the League.
The corporate seal of the League shall consist of a concentric
circle; between which shall be the name of the League and in the center shall
be inscribed the year of its incorporation and the words "Corporate Seal,
1984, Georgia." The seal shall be kept at the Corporate Headquarters.
Dues and Revenue
The League dues and revenues shall be fixed from time to time by
the Board of Directors.
Right to Amend
The members in good standing shall have the power to adopt new or
amend the existing Bylaws. Actions to adopt new or amend existing bylaws must
be approved by at least two thirds of the votes cast (subject to the quorum
requirement of Section 5) or a majority of the membership, whichever is less. All such actions must meet the minimum
requirements of the Georgia Non-Profit Corporation Code.
Amended December 2012