Bylaws

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 metro area, 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, 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; promoting conservation research and experimentation; and advocating for diversity, equity, accessibility, and inclusion in the field. 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 benefit 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 the WCG shall consist of all persons who support the purpose of the 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 virtually or 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 Officers, the Board of Directors, or upon request in writing of at least 1/20 of the membership.

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.

Section F. Quorum

All matters shall be decided by the vote, through online ballots, of a majority of members representing a quorum. A quorum at any meeting, or for any ballot response, of the members shall consist of 10% of the membership. Pursuant to D.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 their withdrawal.

ARTICLE V

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. A majority of the Board of Directors shall constitute a quorum for the transaction of business. 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.

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 at least seven additional Directors 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 or two-year term. After serving four consecutive years, a Director may not hold that office again for a period of two years. The election will take place online or in person 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. All sectors of conservation (government, private institutions, and independent private individuals) should be represented on the Board of Directors. Advisory Committees, composed of members and/or Directors, may not exercise any of the powers of the Board.

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, are subject to the limitations set forth in D.C. Code § 29-406.25(e)

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 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 member can be dismissed from their 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, Membership Secretary, and Directors shall be elected in the following manner. A nominating committee of at least two WCG 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 for each elective office and elective Board membership and confirm each candidate’s willingness to serve if elected.

Section C. Addition of Nominations

The Nominating Committee shall accept other nominations in writing no later than six weeks prior to the stated date of the annual meeting.

Section D. Announcement of Nominees and Absentee Ballots

At a time four weeks or more in advance of the annual meeting, the final slate of nominees for office will be submitted to the Communications Team for the creation of an online ballot. The online ballot will be announced to the membership within one week after receipt.

Section E. Election of Directors and Officers

The election of Directors and Officers will be held via online voting during the three weeks before the annual meeting. Online voting will end at the start of the annual meeting and the results will be tallied and announced before the end of the meeting. If a Director or Officer resigns during their 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.

Section C. Permanent Records

The Recording Secretary shall maintain permanent records (in either electronic or paper format) which shall include:

Minutes of all meetings, including meetings of members, Board meetings, and any designated body;

The Treasurer shall maintain permanent records (in either electronic or paper format) which shall include:

Appropriate accounting records.

The Committee Chairs shall maintain permanent records (in either electronic or paper format) which shall include:

Minutes of all meetings held by their committee;
Records of all actions taken by their committee as required by the Archivist

The Membership Secretary shall maintain permanent records (in either electronic or paper format) which shall include:

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 retain, in physical or digital form, in its principal office:

Articles of incorporation;
By-laws;
Minutes and records of meetings for the past three years;
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;
A list of names/business addresses of current Directors and Officers; and
The most recent Biennial DCRA Report.

Amended April 3, 2023

Adopted by the Membership May 10, 2023