Following are the Bylaws of the Heard Museum Guild as amended and restated in their entirety by action of the Guild membership on February 18, 2015.
ARTICLE I: NAME
The name of this organization shall be THE HEARD MUSEUM GUILD. The Heard Museum Guild is established and maintained within the corporate structure of the Heard Museum, an Arizona nonprofit corporation (the “Museum”), pursuant to Article VIII and other applicable provisions of the Bylaws of the Heard Museum adopted April 11, 2013 (as so adopted or amended from time to time, the “Museum Bylaws”). In the event of any inconsistency between these Bylaws and the Museum Bylaws, the Museum Bylaws shall govern.
ARTICLE II: AUTHORITY
These Bylaws are created pursuant to and in accordance with Article VIII of the Museum Bylaws which states: “The Guild may adopt its own bylaws and operating procedures, elect its own officers and representatives (“Guild Officers”) and establish its own agenda in consultation with the Board Chair and the Director, subject to any rules or policies adopted by the Board from time to time. Any action taken by the Guild or Guild Officers which is legally binding on the Museum shall be subject to the Authorizations Policy.”
ARTICLE III: PURPOSE
The purpose of this organization shall be to further public interest in the Heard Museum and to support and aid the work of the Board of Trustees and the Staff of the Museum.
ARTICLE IV: MEMBERSHIP
SECTION 1. Membership in the Heard Museum shall be a prerequisite to membership in the Heard Museum Guild.
SECTION 2. All Guild Board members, officers, committee chairs, and committee members shall be members of the Heard Museum Guild.
SECTION 3. The Guild Code of Ethics shall be the guide for conduct of all Guild members’ volunteer activity.
SECTION 4. There shall be four classes of membership:
- Individual members shall be those whose dues to the Museum and the Guild are current and who participate in the activities of the Guild.
- Life members shall be those who have paid the amount designated, shall not pay annual dues to the Guild, but shall have a vote and may hold office.
- Honorary membership may be conferred for life by the Board of Directors in recognition of distinguished service in the Guild. Honorary members shall not pay annual dues to the Guild, but shall have a vote and may hold office.
- Complimentary membership may be conferred by the Board of Directors for one year. Complimentary members shall not pay dues to the Guild, and shall not have a vote or hold office.
SECTION 5. Heard Museum staff members are not eligible for membership in the Guild, but may serve on committees.
ARTICLE V: ANNUAL DUES
SECTION 1. The amount of annual membership dues shall be recommended by the Board of Directors and shall be approved by a majority vote at a regularly scheduled general membership meeting.
SECTION 2. Annual dues shall be payable on or before June 1. If dues are not received by August 31, the member’s name will be removed from the membership list.
SECTION 3: A member joining after March 1 shall be considered as having paid dues for the ensuing year.
SECTION 4: Annual membership dues are waived for American Indians.
ARTICLE VI: GUILD YEAR
SECTION 1. The Guild year for most purposes other than financial accounting, budgeting, and recording volunteer hours is June 1 through May 31.
SECTION 2. The Guild year for recording volunteer hours is April 1 through March 31.
SECTION 3. The Guild Fiscal year for financial accounting and budgeting is October 1 through September 30 to coincide with the Museum’s Fiscal Year.
ARTICLE VII: GENERAL MEMBERSHIP MEETINGS
SECTION 1. Regular meetings of the membership shall be held on the third Wednesday of each month, September through April, excepting December, unless otherwise requested by the Board of Directors.
SECTION 2. A majority of the members present and voting shall constitute a quorum at any meeting of the Guild.
SECTION 3. The annual meeting shall be held in May for the primary purpose of installing newly-elected officers.
ARTICLE VIII: ELECTED OFFICERS AND DUTIES
SECTION 1. The elected officers of the Heard Museum Guild shall be: President, President-Elect, Secretary, Treasurer, and Nominating Committee Chair.
SECTION 2. The officers shall be elected at the April meeting to serve for one year. The term of office of the President, President-Elect, Secretary, and Nominating Committee Chair shall begin when they are installed at the annual meeting in May. The term of office of the Treasurer shall begin on October 1 to coincide with the Guild’s fiscal year. The incoming Treasurer, however, shall assemble the budget for the next fiscal year. The term of any elected officer shall not exceed two consecutive one-year terms unless specifically requested by resolution of the Board to stand for re-election.
SECTION 3. The duties of the officers shall be such as usually pertain to their respective offices, as assigned to them by the Board of Directors and as outlined in their respective job descriptions:
- The President shall preside at all meetings of the Guild, its Board of Directors, and its Executive Committee; shall serve as an ex-officio member of the Board of Trustees of the Museum in accordance with Article I, Section 5 of the Museum Bylaws; shall be an ex-officio member of all Guild committees except the Nominating Committee; and shall appoint all Coordinators, Directors, and committee chairs.
- The President-Elect shall assist the President and fulfill such duties as may be assigned by the President or the Board of Directors. The President-Elect shall preside in the absence of the President.
- The Secretary shall keep the minutes of all meetings of the Guild, the Board of Directors, and the Executive and Finance Committees, shall conduct the official correspondence of the Guild, and shall ensure that the records of the Guild are transferred to the Museum Library and Archives for permanent retention.
- The Treasurer shall receive and deposit all funds of the Guild and disburse payments. The Treasurer shall make a report to the Board of Directors and to the Guild at each general membership meeting; the report shall be filed with the minutes of the meeting. The Treasurer shall be chair of the Finance Committee and shall prepare a budget for approval in September by the Finance Committee and the Board of Directors to be presented to the Guild for ratification at its September meeting. The Treasurer shall have records available for the Museum audit.
- The Nominating Committee Chair shall head the committee that forms the slate of candidates for the coming year.
ARTICLE IX: BOARD OF DIRECTORS
SECTION 1. The Board of Directors shall be composed of the elected officers, Immediate Past President, and, if appointed by the President, Parliamentarian, Museum Services Coordinator, Museum Education Coordinator, Community Programs Coordinator, Guild Programs Coordinator, Membership Services Coordinator, and up to four At-large Directors.
SECTION 2. All Board members except the Immediate Past President and the elected officers shall be appointed by the President.
SECTION 3. The Board of Directors shall be responsible for the property and business of the Guild.
SECTION 4. Regular meetings of the Board of Directors shall be held on the second Wednesday of each month, September through April, unless otherwise requested by the President. The Board may meet at the call of the President or any two Board members. All Board meetings are open to the Guild membership.
SECTION 5. A majority of voting Board members then holding office shall constitute a quorum.
SECTION 6. The duties of the Non-elected Board members shall be as assigned to them by the Board of Directors and as outlined in their respective job descriptions:
- Coordinators are the liaison between the Board of Directors and the committee chairs under their respective jurisdictions. A Coordinator may also serve as the chair of a committee in the same or another jurisdiction.
- The At-large Directors shall have such titles and perform such duties as are defined by the Board of Directors in their respective job descriptions.
- The Immediate Past President shall serve in an advisory capacity as a voting member of the Board.
- The Parliamentarian shall serve in an advisory capacity as a non-voting member of the Board.
SECTION 7. Vacancies on the Board:
- If the President-Elect cannot serve as President, the new President-Elect shall be chosen by the Board from the current Board of Directors. If there is a vacancy in any of the other elected offices, the Board of Directors shall fill the vacancy from a single slate submitted by the Nominating Committee.
- If there is a vacancy among the appointed Board members, the President shall make a new appointment.
ARTICLE X: COMMITTEES
SECTION 1. Executive Committee:
- The Executive Committee shall consist of the President, President-Elect, Secretary, Treasurer, and Immediate Past President. In the event the Immediate Past President cannot serve, the President shall appoint another member of the Board.
- The Executive Committee shall conduct business when the Board of Directors cannot be convened and will meet on the call of the President or any two members of the Executive Committee. Before taking any action which the Executive Committee knows (a) would be controversial if considered by the full Board or (b) might adversely affect the standing or reputation of the Guild, the Executive Committee should determine whether there is an emergency or other circumstance requiring such action to be taken by the Executive Committee rather than the full Board and report such findings in the minutes regarding such action.
SECTION 2. Finance Committee:
- The Finance Committee shall consist of the President, President-Elect, Secretary, Treasurer, and Immediate Past President. In the event the Immediate Past President cannot serve, the President shall appoint another member of the Board.
- The Finance Committee reviews and adopts an annual budget for presentation to the Board of Directors for approval in September and will meet on the call of the Treasurer.
SECTION 3. Nominating Committee:
- The Nominating Committee shall consist of five members of the Guild: the Chair and four members appointed by the Chair. The Chair shall have served on the Nominating Committee the previous year, and the other members shall have a wide range of experience in Guild activities. Members may serve a maximum of two years at a time. No current Executive Committee member may serve as a member, but may be invited to attend the first meeting to offer non-binding suggestions and ideas.
- The nominee for President-Elect shall have served a minimum of one year as a member of the Board of Directors. The nominee for Treasurer shall have been vetted by the Museum Chief Financial Officer to ensure that the candidate has an appropriate background for working with Museum financial procedures and processes. All candidates who will have the authority to sign checks and contracts shall have been investigated using Museum procedures prior to being placed on the slate of candidates.
- A single slate shall be presented by the Nominating Committee for the following offices: President, President-Elect, Secretary, Treasurer, and Nominating Committee Chair. The Committee shall present the slate to the Board of Directors at the Board’s February meeting, then publish it to the Guild membership in a manner approved by the Board of Directors, and announce it at the March Guild membership meeting.
- Nominations may be made from the floor at the March meeting provided consent of the nominee has been obtained. Such nominees must meet the requirements listed in Paragraph 2 of this Section prior to election.
- Voting takes place at the April Guild membership meeting. If there is more than one nominee for an office, election shall be by secret ballot and a majority vote of members present shall elect.
- The officers are installed at the May meeting.
SECTION 4. Standing and Special Committees
- Standing Committees shall function as named and outlined in the Guild Committee Job Descriptions as adopted by the individual Coordinators and/or the Board of Directors.
- Special Committees may be appointed by the President with the approval of the Board of Directors. Authority and term limits shall be designated by the President.
ARTICLE XI: PARLIAMENTARY AUTHORITY
The rules contained in Robert’s Rules of Order Newly Revised shall govern this organization in all cases to which they are applicable and consistent with these Bylaws.
ARTICLE XII: AMENDMENTS
Amendments to these Bylaws shall be submitted in writing to the Board of Directors for approval and then published to the Guild membership in a manner approved by the Board. Amendments shall be finally approved at a regular monthly Guild meeting by a two-thirds vote of members present.
Rev. May 2016