The Board of Directors of the Washington Conservation Guild is proposing the following changes (highlighted in blue) to its bylaws to reflect recent changes in the Washington DC laws that govern non-profits.  A vote to accept the changes will take place at the Annual Business Meeting on May 8, 2014.

WASHINGTON CONSERVATION GUILD BYLAWS

(as amended ____________)

 ARTICLE I

•  Section A. Name

The name of the corporation is the Washington Conservation Guild (hereinafter the WCG).

•  Section B. Principal Office

The principal office of the WCG shall be located in the District of Columbia, at such place as the Board of Directors shall from time to time designate.

•  Section C. Fiscal Year

The fiscal year of the WCG shall be from July 1 to June 30.

ARTICLE II

• Section A. Purposes

The WCG is organized and shall be operated exclusively for charitable, scientific, literary, and/or educational purposes as may qualify it for tax exempt status under Section 501 (c)(3) of the Internal Revenue Code of 1954. These purposes include but are not limited to: affording a forum for the discussion of and interchange of information on problems and other matters of concern to conservators and others interested in or responsible for the conservation, restoration, preservation, technical examination, and protection of objects of art, archaeology, anthropology, history, objects of a museum nature, library and archival materials, or monuments or historic structures, and to carry out activities related to these interests such as sponsoring conservation lectures, programs, and research; organizing educational courses; and promoting conservation research and experimentation. It shall also be a purpose of the WCG to foster professional relations among its members and interested colleagues and to disseminate information to the general public.

ARTICLE III

• Section A. Prohibited Activities

No part of net earnings, gains, or assets of the WCG shall inure to the benefit of or be distributed to its Directors, other private persons, or organizations organized and operated for a profit, except that WCG shall have authority to pay reasonable compensation for services rendered in furtherance of the corporation’s purpose. No substantial part of the activities of the WCG shall consist of attempting to influence legislation. Notwithstanding any other provision of these Bylaws or of the Articles of Incorporation of the WCG or any provision of the District of Columbia governing or pertaining to the WCG, the WCG shall only conduct activities which are permitted to be conducted by a corporation exempt from federal income tax pursuant to Section 501 (a) of the Internal Revenue Code as an organization described in Section 501 (c)(3) of the code, by an organization described in Section 509 (a)(1), (2), or (3) of the Code (as the case may be), and/or by a corporation, contributions to which are deductible under Sections 170 (c)(2), 205 (a)(2) or 2522 (a)(2) of the Code.

ARTICLE IV

• Section A. Membership

The membership of WCG shall consist of all persons who support the purpose of WCG. All members shall be current in their payment of annual or special assessments of dues.

• Section B. Class of Members

There shall be one class of members, with equal voting power.

•  Section C. Executive of WCG

The executive functions of the WCG shall be performed by its Board of Directors, which shall consist of elected Officers and Directors.

• Section D. Meetings

Meetings of the membership shall be held at such places as shall be designated by the Board of Directors. The annual meeting of the members of WCG for the election of Directors, Officers, and transaction of other business shall be held at a time and place selected by the Board of Directors. Special meetings of the members may be called by the President, the Secretary, the Board of Directors, or upon request in writing of at least 1/20 of the membership.

[Current:]

• Section E. Notification of meetings

Written or electronic notice stating the place, day, and hour of the meeting, and in the case of a special meeting, the purposes for which the meeting is called, shall be delivered not less than ten or more than fifty days before the date of the meeting

Proposed:

• Section E. Notification of meetings

Written or electronic notice stating the place, day, and hour of the meeting, and in the case of a special meeting, the purposes for which the meeting is called, shall be delivered not less than ten or more than sixty days before the date of the meeting.Meeting notices will state that WCG chooses to proceed under D.C. Code § 29-405.20(f), whereby an alphabetical list of all members entitled to notice, including members’ addresses and voting rights, will only be supplied in the case of a demand for inspection and a statement of proper purpose for the demand.

[Current:]

• Section F. Quorum

A quorum at any meeting of the members shall consist of 10% of the membership.  All matters shall be decided by the vote of a majority of members present at the meeting at which a quorum is present.

Proposed:

• Section F. Quorum

All matters shall be decided by the vote of a majority of members present at the meeting at which a quorum is present.A quorum at any meeting of the members shall consist of 10% of the membership. Pursuant toD.C. Code § 29-405.24(b), once a member is represented for any purpose at a meeting, the member shall be deemed present for quorum purposes for the remainder of the meeting, notwithstanding his or her withdrawal.

ARTICLE V

[Current:]

• Section A. Board of Directors

The activities of the WCG shall be managed by its Board of Directors, which shall exercise all powers of the Corporation and perform all lawful acts, which are not reserved by law, the Articles of Incorporation, or these Bylaws to the members.  The number of Officers shall never be less than three.  A majority of the Board of Directors shall constitute a quorum for the transaction of business.  Directors present at a duly organized meeting may continue to transact business until adjournment notwithstanding the withdrawal of enough members to leave less than a quorum.

Proposed:

• Section A. Board of Directors

The activities of the WCG shall be managed by its Board of Directors, which shall exercise all powers of the Corporation and perform all lawful acts, which are not reserved by law, the Articles of Incorporation, or these Bylaws to the members. In the case of an emergency, the Board of Directors is authorized to assume emergency powers, including modifying lines of succession and relocating offices, as defined in D.C. Code § 29-403.03. The number of Officers shall never be less than three. A majority of the Board of Directors shall constitute a quorum for the transaction of business. Once represented at a duly organized meeting, Directors shall be deemed present for quorum purposes for the remainder of the meeting, notwithstanding their withdrawal.

• Section B. Officers

The Officers of the WCG shall be a President, Vice-President, Treasurer, Recording Secretary, and Membership Secretary, elected at the annual meeting of the membership. The number of officers shall be five, unless increased or decreased pursuant to these Bylaws. The number of Officers shall never be less than three. Their terms of office shall be two years. No Officer shall be nominated for more than two consecutive terms in the same office, except after absence from that office for two years.

• Section C. Chairperson & Vice-Chairperson of the Board of Directors

The President of the WCG shall be chairperson of the Board of Directors and the Vice-President of the WCG shall be Vice-Chairperson of the Board of Directors.

[Current:]

• Section D. Number, Qualifications, and Duty of the Board of Directors

[Proposed]:

• Section D. Number, Term Limits, and Qualifications of Directors

The Board of Directors shall consist of the five elected Officers referred to above, the immediate available past president and not to exceed seven additional Directors, five of whom shall be elected from the WCG membership for a term of two years. At the completion of the two-year term, a Director may be nominated by the Nominating Committee and elected by the membership to a second, one-year term. After serving three consecutive years a Director may not hold that office again for a period of two years. Election will take place at the annual meeting. In order to assure the independence of the WCG and to further stimulate a wider participation of individuals from all areas of practice, no more than three members of the Board of Directors (excluding the Officers and the Presidential Appointees) shall be from the same facility or from among independent private individuals. All sectors of conservation (government, private institutions, and independent private individuals) should be represented on the Board of Directors.

Proposed addition:

• Section D1. Board Committees and Advisory Committees

The Board of Directors may, by resolution passed by a majority of the entire Board, create committees. Board Committees, composed solely of members of the Board of Directors, are subject to the limitations set forth in D.C. Code § 29-406.25(e). Advisory Committees, composed of members and/or Directors, may not exercise any of the powers of the Board.

• Section E. Committee Chairs and Assistants to the President

Committee Chairs are appointed by the President, with approval of the Board of Directors, for a term of two years, which can be extended to an indefinite period, subject to approval by the incoming President and the other members of the Board of Directors. Committee Chairs are responsible to the Board of Directors. They do not perform any executive function, nor do they have voting rights at meetings of the Board of Directors, but are expected to be present at such meetings, when appropriate, to discuss the activities of their committee. They may appoint as many committee members as deemed necessary to serve throughout the life of the committee, following approval by the President. The President shall have authority to appoint such assistants, as he or she deems necessary to conduct effectively the affairs of the WCG. The appointment of assistants is subject to approval by the Board of Directors. The assistants do not perform any executive function nor do they have voting rights at meetings of the Board.

• Section F. Dismissal of Member of Board of Directors or Committee Chair

If deemed necessary or appropriate, an Officer, Director, or Committee Chair can be dismissed from his or her position. In order to take effect, a majority of the Board of Directors must vote in favor of the dismissal. The person who is dismissed must be promptly informed in writing of the Board’s decision by either the President or Vice-President.

ARTICLE VI

• Section A. Selection of the Nominating Committee

The President, Vice-President, Treasurer, Recording Secretary, and Membership Secretary, and Directors shall be elected in the following manner. A nominating committee of three members shall be nominated from the floor and elected at each annual meeting to present a slate of candidates for office at the next annual meeting. The immediate past President shall also be a member of the Nominating Committee, or if unavailable, a former President.

• Section B. Duty of the Nominating Committee

The Nominating Committee shall name one or more candidates from other than members of the Nominating Committee, for each elective office and elective Board membership and confirm each candidate’s willingness to serve if elected. This preliminary slate should be sent to the membership no later than 10 weeks prior to the stated date of the annual meeting.

• Section C. Addition of Nominations

The Nominating Committee shall accept other nominations in writing sponsored by not less than three members, who have confirmed each candidate’s willingness to serve if elected.

• Section D. Announcement of Nominees and Absentee Ballots

No further nominations will be accepted after a date six weeks before the stated date of the annual meeting. At a time two weeks or more in advance of the annual meeting, the final slate of nominees for office will be announced to the membership by the Nominating Committee. At the time of the publication of the final slate, absentee ballots for election will be circulated upon request, and WCG members not present at the annual meeting may vote on the election of Directors and Officers.

• Section E. Election of Directors and Officers

The election of Directors and Officers will be held at the annual meeting. In any case in which there is more than one nominee for a single office, voting shall be by secret ballot, and the votes shall be tallied by the Nominating Committee and reported to the Recording Secretary. If a Director or Officer resigns during his/her term of office, the Board of Directors and Officers shall elect a replacement from the WCG membership to complete the term. The election shall be decided by the vote of a majority of Directors and Officers present at a meeting at which a quorum is present.

ARTICLE VII

• Section A. Amendments to the Bylaws

These bylaws may be amended or repealed by a majority vote of the members at a meeting announced in accordance with Article IV Paragraphs C and D, provided the notice of proposed changes has been furnished by mail or e-mail to members of WCG.

• Section B. Amendments to the Articles of Incorporation

Amendments to the Articles of Incorporation shall be made in the following manner: The Board of Directors shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a meeting of the members. Notice as herein before described shall be given to all members, setting forth the proposed amendment in writing. The proposed amendment shall be adopted upon receiving the affirmative vote of at least two-thirds of the votes cast by members at the meeting.

[Proposed addition]:

• Section C. Permanent Records

The Recording Secretary shall maintain permanent records (in either electronic or paper format), which shall include:
1) Minutes of all meetings, including meetings of members, Board meetings, and any designated body;
2) Records of all actions taken without a meeting by the Board, members, and members of a designated body;
3) Records of all actions taken by a committee of the Board or a designated body on behalf of the WCG;
4) Appropriate accounting records; and
5) Membership records that would permit preparation of an alphabetical list of members, including addresses and voting rights, for inspection.                                                                                                                  

• Section D. Recordkeeping

The WCG shall keep in its principal office:
1) Articles of incorporation;
2) By-laws;
3) Minutes and records of meetings for the past three years;
4) All communications in the form of a record to members within the past three years, including financial statements furnished to members in the past three years;
5) A list of names/business addresses of current Directors and Officers; and
6) the most recent Biennial DCRA Report.