Bylaws

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Bylaws of the INLAND WOODWORKERS’ INC

ARTICLE 1. PURPOSE

Section l. General Purposes

 The Inland Woodworkers INC (henceforth referred to as the Corporation) shall be a non-profit, non-partisan organization dedicated to the education, promotion, and execution of the principles of woodworking through any lawful activity for which a corporation may be organized under the laws of the State of California.

Section 2. Specific Purposes

 The specific purposes include, but are not limited to:

  1. Public education of the principles of woodworking by the presentation of lectures, seminars, discussions, workshops, and field trips.
  2. The dissemination and exchange of data and information on indigenous and rare woods and associated woodworking methods.
  3. Public exhibition of the products of woodworking.
  4. The promotion and appreciation of the arts and skills of the woodworker.
  5. Producing wooden items such as toddler chairs, toys and games, etc. for donation to charitable organizations.

Section 3. Mission

Inland Woodworkers is a club dedicated to the art and craft of woodworking, whether you’re a seasoned pro or just starting out. Offering a variety of resources and opportunities for our members, including:

  1. Workshops and classes: Our experienced instructors lead hands-on workshops and classes on a variety of woodworking techniques and projects.
  2. Promote woodworking through community involvement: We build and donate handmade wooden toys to children in need. Including classic toys such as wooden trains, cars, and dolls, as well as more unique and creative designs. The donated toys are then collected and distributed to local charities, Police, Firefighters, hospitals, and schools, etc. which then distribute them to children in need.
  3. Volunteer opportunities: Our members volunteer with local community interaction events promoting woodworking and our club.
  4. Mentorship program: Our mentorship program pairs experienced woodworkers with those who are just starting out or looking to improve their skills.
  5. Library and resources: Our club maintains a library of woodworking books, magazines, and videos, as well as a collection of tools and equipment that members can borrow.
  6. Social events: We host social events throughout the year, including potlucks, picnics, and holiday parties, where members can connect and share their love of woodworking.

Whether you’re looking to learn a new skill, connect with other woodworkers, or give back to your community, we invite you to join us at the Inland Woodworkers. www.inland woodworkers.org.

ARTICLE 2. ADDRESS OF THE CORPORATION 

Section 1. Corporation Address

The address of the Corporation will be in Riverside County, California.

9036 Mission Blvd. #94

Jurupa Valley, CA 92509-2816

Section 2. Change of Address

The Board may change the address of the Corporation within Riverside County by noting the changed address and effective date below, and such changes of address shall not be deemed an amendment of these Bylaws.

9036 Mission Blvd. #94

Jurupa Valley, CA 92509-2816

ARTICLE 3. MEMBERS

Section 1. Qualifications of Members

 General membership, granted to any person who desires such membership. Dues are currently not required.

Section 2. Rights of Members

 Each member shall be entitled to one vote on any matter placed before the membership in accordance with these Bylaws.  No person shall hold more than one membership in the Corporation.

Membership is neither transferable nor assignable.

Section 3. Admission of Members

Applicants shall be admitted to membership upon request from a current member.

Section 5. Membership Record

The Corporation shall keep an annual membership record containing the name, address, telephone number, and email address of each member. This record shall be kept by the Corporation Secretary and shall be available for inspection at reasonable times by any Corporation Officer or Board Member.

Section 6. Liability of Members

No member of the Corporation (including Officers and Directors) shall be personally liable for any debts, liabilities, or obligations of the Corporation.

The Corporation shall have the right to purchase and maintain insurance to the full extent permitted by law against any liability asserted against or incurred by a member acting on behalf of the Corporation.

Section 7. Termination of Membership

Membership shall automatically terminate under the following circumstances:

  1. Upon request by the member delivered to the Corporation President.
  2. Upon the death of the member.
  3. Upon expulsion, for due cause, but only by a four-fifths (4/5) vote of the Board.

Section 8. Harassment

The Corporation is committed in all areas to providing an environment that is free from harassment. Harassment based upon an individual’s sex, race, ethnicity, national origin, age, religion or any other legally protected characteristics will not be tolerated. All members are expected and required to abide by this policy. No person will be adversely affected by bringing complaints of unlawful harassment.

ARTICLE 4. MEETINGS

Section 1. Meetings of Members

Meetings of members will be held at locations and times selected by the Board of Directors. The Annual meeting and Special meetings require not less than one weeks’ notice. Other meetings require not less than a one week notice. 

Section 2. Board Meetings

Meetings of the Board of Directors will be held at locations and times selected by the Board of Directors. The Board of Directors meetings require not less than one week’s notice. The business of the Corporation shall be discussed and voted on during these meetings.  Any member may attend and vote on issues proposed.

Section 3. Annual Meetings

The Annual meeting of members will be held in November or December on a date selected by the Board of Directors. At such meetings directors shall be elected, amendments to these Bylaws will be considered, reports of the affairs of the Corporation will be rendered, and any other business which is in the powers of the members may be transacted. Not less than two weeks’ notice shall be given for the time, place, and business to be conducted at the Annual meeting. All motions shall be voted on by all members present and approved by a majority vote of the members present.

Section 4. Special Meetings

Special meetings of the members for any purpose may be called at any time by the President or by the Vice President in the President’s absence, or by the Board of Directors, or by ten percent (10%) of the members. Not less than one weeks’ notice shall be given to all members of the time, place, and business to be conducted at a Special meeting.  A Special meeting may run concurrently with a general meeting.

Section 5. General Meetings

A General meeting of the members may be called by the Corporation Officers at any time. Normally meetings will be held monthly. A General meeting shall be held for conducting business and for performance of the stated purposes of the Corporation, that is, educational, promotional, and informational programs on woodworking.

Section 6. Quorum

Three (3) Board of Directors members shall constitute a quorum for the transaction of business.

ARTICLE 5. Officers and Board of Directors

Section 1. Duties and Powers

Subject to the limitations of these Bylaws, and of the laws of the State of California as to action to be authorized or approved by the members, and subject to the duties of Officers and Board of Directors as prescribed by these Bylaws, all Corporation powers shall be exercised by or under the authority of, and the business affairs of the Corporation shall be controlled by, the Board of Directors. Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Officers and Board of Directors shall have the following powers: 

  1. To select and remove any or all of the officers, agents, and employees of the Corporation; to prescribe such powers and duties for them as are consistent with law, and these Bylaws; to fix their compensation, if any; and, if desired, to require from them security for faithful service. 
  2. To conduct, manage, and control the affairs of the Corporation, and to make such rules and regulations therefore, consistent with law, and these Bylaws. 

Section 2. Number and Qualifications of Officers

The authorized number of Officers shall be five (5). All Officers shall be current members of the Corporation.

Section 3. Election and Term of Office

  1. The Officers shall be elected by the members at the Annual meeting.
  2. The Officers shall hold office for a term of 1 year and can be replaced by a vote during an annual meeting or special meeting. An Officer can remain in the office if unopposed during an annual meeting.
  3. If any candidate running for office is unopposed, he is automatic awarded office unanimously.
  4. The Officers shall hold office until their successors have been elected and have assumed office.
  5. An Officer shall be eligible for re-election or shall remain in office if unopposed and accepts nomination.
  6. At the meeting of members prior to the Annual meeting, the Officers shall present a list of candidates for the offices. Further nominations will be accepted at the Annual meeting.
  7. The election of Officers shall be conducted in this order: President, Vice President, Treasurer, and Secretary.
  8. Prior to the election of the President, and at the conclusion of the election for each office, nominations from the floor will be taken for the next office to be voted on.
  9. Voting shall be by voice vote or by ballot if the voice vote appears to be close.

Section 4. Compensation

Officers shall normally serve without compensation. They shall, however, be allowed reasonable compensation for extraordinary services and reimbursement for out-of-pocket expenses not exceeding two hundred fifty dollars ($250) for out-of-pocket expenses for any single expenditure incurred in the performance of the duties outlined in Article 6 of these Bylaws. Approval by the Board of Directors in advance will be required for reimbursement of expenditures more than this amount. 

“Extraordinary services” refers to the performance of duties not specified in this Article which are performed in furtherance of the primary purposes of the Corporation. Such extraordinary services must be authorized by the Board in advance of performance.

Section 5. Vacancies

Vacancies of the Corporation Offices out of cycle may be filled by a vote of the majority of the remaining Officers, though less than a quorum, or by a sole remaining Officer, and each Officer so appointed shall hold office until his successor is elected at the next Annual meeting. No reduction of the authorized number of Officers shall be allowed without amendment to these Bylaws.

Section 6.  Removal of Officers

An Officer may be removed from office by the vote of not less than seventy-five percent (75%) of the members present at a Board of Directors meeting, provided notice of such proposed action shall have been duly given to the members in the notice of meeting.  The Officer involved shall be given the opportunity to be heard at such meeting.

Section 7.  Regular Board of Directors Meetings

Regular meetings of the Board of Directors shall be held at such times and places as may be designated by resolution of the Board of Directors.

Section 8.  Absence from Meetings

Any Officer absent from three (3) consecutive regular Board of Directors meetings without excuse satisfactory to the Committee may be considered to have surrendered his office.

Section 9.  Special Board of Directors Meetings

Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the President, or, if he is absent or unable or refuses to act, by the Vice President, or by any two (2) Directors.

Written notice of the time and place of a Special Board of Directors meeting shall be delivered personally to each Officer, or sent by Mail or E-Mail, addressed to him or her at their address as it is shown in the records of the Corporation.

In case such notice is delivered personally, as above provided, it shall be so delivered at least seventy- two (72) hours prior to the time of the meeting. Such mailing, delivery, or email as above provided, shall be deemed legal and personal notice to such Officers.

Section 10.  Waiver of Notice

The transactions at any Special meeting of the Board of Directors, however called and noticed, or wherever held, shall be valid as though transacted at a meeting duly held after regular call and notice, if a quorum be present, and if, either before or after the meeting, each of the Officers not present signs a written waiver of notice, or a consent to the holding of such meeting, or an approval of the minutes thereof.  All such waivers, consents, or approvals shall be filed with the Corporation’s records, and made a part of the minutes of the meeting.

Section 11. Quorum

A majority of the authorized number of Officers shall be necessary to constitute a quorum for the transaction of business, except to adjourn, as hereinafter provided. Every act done, or decision made, by a majority of the Officers present at a meeting duly held at which a quorum is present shall be regarded as an act done, or decision made, by the Board of Directors.

If the number of Officers is even, then 50% + 1 is the number required for a quorum. Similarly, if the number of Officers present at a Board of Directors meeting is even, then 50% + 1 votes are needed for any measure under consideration to be adopted.

Section 12. Adjournment

A majority of the Officers present may adjourn any Board of Directors meeting, to meet again at a stated time and place. Timely notice of the time and place of holding an adjourned meeting must be given to absent Directors.

Section 13.  Corporation Seal

The Board of Directors may adopt, use, and at will alter, an Corporation seal. Such seal shall be affixed to all corporate documents, but failure to affix it shall not affect the validity of any such document.

ARTICLE 6. OFFICES

Section l. Officers

The Corporation shall have a President, a Vice President, a Treasurer, and a Secretary. The members that hold these offices plus the immediate Past President shall make up the Mandatory Board of Directors members. If the immediate Past President is not available to serve, or has been reelected President, or has been elected to another office on the Board of Directors, then the fifth member of the Officers will be an Officer-at-Large appointed by the Board of Directors. Any other Corporation member can be a member of the Board of Directors on a four-fifths (4/5) vote of the Board.

Section 2. Subordinate Officers

The Board of Directors may appoint such other officers as the business of the Corporation may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board of Directors may determine.

Section 3. Removal and Resignation

Any officer appointed by the Board of Directors may be removed, either with or without cause, by the Board of Directors. Any officer may resign at any time by giving written notice to the Board of Directors, or to the President. Any such resignation shall take effect at the date of the receipt of such notice, or at any later time specified therein. The acceptance of such resignation shall not be necessary to make it effective.

Section 4. Vacancies

A vacancy in any elected office, due to any cause, shall be filled in the manner prescribed in these Bylaws as noted in Article 5, Section 5.

Section 5. President

The President shall be the chief executive officer of the Corporation and shall control the affairs and officers of the Corporation. He shall preside at all meetings of the members, and at all meetings of the Board of Directors. He shall be an ex-officio member of all the standing committees, if any, and shall have the general powers and duties of management, usually vested in the office of President of the corporation and may have other powers and duties as may be prescribed for him by the Board of Directors or the Bylaws.

The President shall:

  1. Call and conduct General and Special meetings.
  2. Call Board of Directors meetings as needed and report suggestions and actions to the next General meeting.
  3. See that all new officers receive either physical or electronic copies of the Bylaws of the Corporation and any Corporation documents or Handbook (if applicable) and discuss with them any changes, additions, or temporary reallocation of duties.
  4. Appoint the various Committee Chair positions as needed.
  5. Appoint special temporary committees as needed.
  6. After consultation with the Board of Directors, arrange a schedule of dates and locations of meetings.
  7. Prepare agendas for meetings. 
  8. Issue checks in the absence of the Treasurer.
  9. In coordination with the Board of Directors, handle public relations and liaison with other groups.
  10. Monitor and support all committees as needed.
  11. Safely keep in possession the historical archive backup.

Section 6.  Vice President

In the absence or disability of the President, the Vice President shall perform all the duties of the President. When so acting he shall have all the powers of, and be subject to all the restrictions upon, the President.

The Vice President shall:

  1. Have such other powers and perform such other duties as from time to time may be prescribed for him by the President or the Board of Directors.
  2. Work with the Board of Directors in helping to develop an annual plan of operations and update the long-range plan.
  3. Assist the President in selection of committee chairpersons for pertinent committees.
  4. Assist the President in preparing the agenda for the Annual meeting.

Section 7. Treasurer

The Treasurer shall have general charge of the financial records of the Corporation, and shall keep and maintain adequate and correct books of accounting showing the receipts and disbursements of the Corporation and an account of its cash and other assets. The books of the account shall, at all reasonable times, be open to inspection by any officer.

The Treasurer shall:

  1. Keep all Corporation financial records.  Deposit all monies and pay all Corporation bills.
  2. With the assistance of the President, collect all membership dues.
  3. Account for and deposit all monies expended and collected for the raffle.
  4. With the assistance of the Board of Directors, establish guidelines for liability insurance and maintain a policy to cover the Corporation functions, including the toy program.
  5. Prepare an annual budget to assist the Board of Directors in making financial decisions, with distribution of committee budgets to each chairperson.
  6. Prepare financial reports, as required by state and federal regulatory agencies.
  7. Furnish required financial records to ensure state and federal taxes are submitted.
  8. Maintain accountability of all properties of the Corporation.
  9. Give financial reports to the Officers at Board of Directors meetings.
  10. Prepare and submit non-profit tax forms – with the assistance of a qualified CPA when appropriate.
  11. Prepare for a yearly audit.
  12. Prepare and submit a financial report as required by the Bylaws of the Corporation.
  13. Maintain records to keep track of expenses.
  14. Maintain the non-profit status and do filing with the state

Section 8. Secretary

The Secretary shall keep or cause to be kept at such place as the Board of Directors may order a book or electronic file of minutes of all Board of Directors, Special, and Annual meetings.  These minutes shall include the time and place of the holding, the names of those present at Board of Directors meetings, and the approximate number of members present at Special and Annual meetings, and the proceedings thereof. The minutes for a Special or Annual Meeting may be limited to official Corporation business conducted at the meeting.

The Secretary shall:

  1. Record and date the Corporation meeting minutes, keep a file of these minutes, and distribute a copy of the minutes to the Officers as requested. The minutes will include, but are not limited to, the date, time and location of the meeting. The minutes shall record a list of items discussed as well as a list of reports presented, motions presented, and a description of their disposition.
  2. Provide a copy of the minutes to the Historian.

Section 10. Past President\Officer-at-Large

The Board of Directors shall have an Officer-at-Large to be a member of the Board of Directors to lend advice and support to the Board of Directors.  This position provides for continuity of leadership from year to year.  At the time of the Annual meeting, if the outgoing President is not able or is unwilling to fill this position, Article 5, Section 3 shall prevail. If a vacancy occurs in this position after the Annual meeting, a replacement will be selected in accordance with Article 5, Section 5, of these Bylaws.

The Past President\Officer-at-Large shall:

  1. Advise and support the Board and be a voting member of the Board of Directors.
  2. Help with providing long-term strategic plans that look beyond the current concerns.
  3. Help provide a perspective on current events and decisions.

ARTICLE 7. STANDING COMMITTEES AND SPECIAL PURPOSE COMMITTEES

The Board of Directors shall establish Special Committees to carry out the purpose of this Corporation as stated in these Bylaws.

A Handbook will be maintained and continually updated which will describe in detail the functions and responsibilities of these Committees. Each Committee Chairperson shall be sent a copy of the Handbook or notified by the President of its availability on the Corporation website at the beginning of the new year and when the new Chairperson begins their service. The master copy of the Handbook will be maintained and achieved by the Corporation Secretary.

ARTICLE 8. MISCELLANEOUS

Section 1. Checks and Drafts

All checks, drafts, or other orders for payment of money, notes or other evidence of indebtedness, issued in the name of, or payable by the Corporation shall be signed either by the Treasurer or by the President.

Section 2. Execution of Instruments

The Board of Directors, except as the Bylaws otherwise provide, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances; and, unless so authorized by the Board of Directors, no officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement, or to pledge its credit, or to render it liable for any purpose or in any amount. 

Section 3. Fiscal Year 

The fiscal year of the Corporation shall begin on the first (1st) day of January and end on the thirty- first (31st) day of December in each year.

Section 4. Membership Cards 

The Board of Directors may authorize the issuance of numbered cards evidencing membership in the Corporation.

Section 5. Audits

The accounts of the Treasurer shall be audited annually by two qualified individuals appointed by the President, and their report shall be made available at the Annual meeting.

Section 6. Amendment of Bylaws

Subject to any provision of law applicable to the amendment of bylaws of non-profit Organizations, these Bylaws, or any of them, may be altered, amended, or repealed, and new Bylaws approved, only by the vote of a majority of members present at an annual meeting. After member approval, the Board of Directors shall pass a resolution adopting the approved amendment of the Bylaws.

Section 7. Inspection of Bylaws

The Corporation shall make the original or a copy of these Bylaws, as amended or otherwise altered to date, certified by the President, available for inspection by the members at all Annual, General, and Special meetings, or posted on the Corporation website.

Section 8. Amendment of Articles of Incorporation

 Subject to any provision of law applicable to the amendment of the articles of incorporation of non- profit corporations, the Articles of Incorporation may be amended only by the vote of a majority of the members present at an annual meeting.

Section 9. Rules of Order

The rules contained in Robert’s Rules of Order, Newly Revised, shall govern all General, Special, and Annual meetings, except in instances of conflict between Robert’s Rules of Order, these Bylaws, or provisions of law. 

Section 10. Construction and Definitions

Unless the context otherwise requires, the purpose of the Corporation, the general provisions, rules of construction, and definitions contained in the California Corporations Code shall govern the construction of these Bylaws. Without limiting the generality of the foregoing, the masculine gender includes the feminine and neuter, the singular number includes the plural, and the plural number includes the singular, and the term “person” includes an Corporation, group, or corporation, as well as a natural person.

Section 11. Dissolution and Distribution of Assets

The assets and property of this organization are irrevocably dedicated to charitable and educational purposes meeting the requirements for exemption provided by section 214 of the California Revenue and Taxation Code.

In the event of dissolution of the Corporation, the assets remaining after payment of, or provisions for payment of, all debts and liabilities shall be distributed as set forth in the Articles of Incorporation to such qualified non-profit fund, foundation, Corporation, or corporation as may be selected by the Board of Directors in accordance with section 214(a)(6) of the California Revenue and Taxation Code. This corporation may be dissolved by resolution of the Board of Directors after affirmative vote of two-thirds (2/3) of the number of members present at a meeting of members called and noticed as a Special meeting for the purpose of dissolving this corporation.