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Articles

2013 Amended Bylaws

Bay Area Art Conservation Guild, Inc.

BYLAWS

SECTION I PURPOSES

1. The general purposes of the Bay Area Art Conservation Guild, Inc., (hereinafter referred to as BAACG) are to further the purposes as set forth in Article Third of the Articles of Incorporation.

2. The specific purposes of the BAACG are as follows:

(a) To provide an organization to coordinate and advance the knowledge and improved methods of conservation needed to protect, preserve, and maintain the condition and integrity of objects of artistic, historic, scientific, or cultural worth, which because of their history, significance, rarity, or workmanship have a commonly accepted value and importance for the public interest (hereinafter called “cultural works”). The term “conservation” shall mean examination (action taken to determine the nature of properties of materials and the causes of their deterioration and alteration), “restoration” (action taken to correct deterioration and alteration), and “preservation” (action taken to prevent, stop, or retard deterioration).

(b) To improve knowledge of all subjects related to the conservation of cultural works, to encourage education, study, research, to promote proficiency and skill in the practice of conservation of cultural works, to oppose any influences which would tend to lower standards and ethics, and to disseminate technical and professional information related thereto.

(c) To publish, sell, circulate, and distribute books, magazines, publications, literature, films, magnetic tapes, and general educational materials. To organize and otherwise participate in exhibitions and conferences dealing with the conservation of cultural works.

(d) To solicit funds and to receive donations and legacies. To collect dues from members.

(e) To take all action necessary or desirable in order to effectuate any of the purposes of BAACG provided that such action is in conformity with the provisions of California Law, and Section 501 (c)(3) of the Internal Revenue Code of 1954.

3. Notwithstanding the aforementioned objectives, general and specific, the corporation shall not support with its funds or other resources any undertaking which would impose upon it and its members any finding or conclusion that the corporation were other than an educational organization within the meaning of Section 501 (c)(3) of the Internal Revenue Code of 1954.

SECTION II MEMBERSHIPS

1. There shall be three classes of membership: “Member”, “Honorary Member” and “Student Member”.

MEMBER

(a) Any person who shall have an interest in the purposes for which the BAACG is organized shall be eligible as a Member.

(b) Although specifically organized as a regional group for the Bay Area of the State of California, any interested person may become a Member regardless of location or national boundary.

(c) A Member shall have the right to vote, attend meetings, participate in discussions, serve on committees, and receive all publications and distributed information of and by the BAACG.

HONORARY MEMBER

(a) The Board of Directors may from time to time in its absolute discretion confer HONORARY MEMBERSHIP upon persons whose distinguished contributions to the field of conservation warrant such designation. Honorary Members shall not be required to pay any fees, dues or assessments.

(b) Honorary Members shall have all the rights and privileges of a Member, including the right to vote.

2. Dues from the membership or assessments may be determined by a majority vote at a general meeting. Such dues or assessments will be used only to carry on the purposes defined in Section I. Funds accumulated from these dues or assessments or from grants, gifts or bequests made specifically to BAACG will be held in account and will be administered by the Treasurer of BAACG.

3. Failure of a Member to pay annual dues will result in those members being carried for a period of three months after the renewal date, after which they will be dropped from the general membership.

SECTION III DIRECTORS AND OFFICERS

1. The Board of Directors shall consist of 9 (nine) members: President, Vice President, Recording Secretary, Membership Secretary, Treasurer and four Board Members-at-Large. The management and control of BAACG shall be invested in the Board of Directors.

2. The officers of BAACG shall be the President, Vice President, Recording Secretary, Membership Secretary, and Treasurer. They are elected by the Members of BAACG for a 2 year term ending at the fiscal year until their successors are elected and qualified.

3. The four Board Members-at-large shall be elected by the Members of BAACG and shall serve staggered terms of 3 years each.

4. All officers of BAACG shall have such duties as customarily pertain to the respective offices:

(a) The President shall be responsible to BAACG for general administration, appointments, definition of established policy and supervision of all activities. He/she shall have the authority to appoint officers and directors whose positions have been vacated by resignation or death, as he/she may deem necessary to conduct the affairs of BAACG until the end of the fiscal year.

(b) The Vice President shall succeed the President in the event that his/her office is vacated. He/she shall be responsible to the President, arrange the meeting, organize the agenda of the general meetings, and coordinate all standing committees.

(c) The Recording Secretary shall be responsible for the records, minutes of the meetings, publications, announcements, and other duties as may be appointed from time to time by the President.

(d) The Membership Secretary shall be responsible for the updating of memberships, mailing lists, and the yearly roster, and will make available a copy of the Bylaws to new members.

(e) The Treasurer shall be responsible for financial records and the accounting, receiving and disbursements of dues and monies.

(f) The Board Members-at-Large lend advisory and practical assistance in the administration of BAACG and are responsible for attending Board meetings.

(g) The Web Content Editor, while not a Member of the Board of Directors, remains in communication with the Board and is responsible for maintaining content on BAACG website and other BAACG-related social network sites. The Editor shall be appointed or removed from office by a majority vote of the Board of Directors.

SECTION IV MEETINGS

1. One general business meeting of BAACG will be held annually at a time and place recommended by the Board of Directors. The time and place will be announced in writing via mail or e-mail not less than 15 days in advance of such meetings by the Recording Secretary. If a general meeting shall not have been called within 14 months after the last general meeting, a general meeting may be called by 10% of the membership. All Members may vote at a general meeting. Special meetings may be called by the President by writing via mail or e-mail to all members of BAACG, giving not less than 15 days notice of such meeting. Members may vote by proxy at a special meeting. Notice of a special meeting shall specify the purposes of the meeting and proxy forms will be provided.

2. The Members present at any meeting (excluding proxies in the case of a special meeting) which has been announced in accordance with the provisions in Paragraph 1 of this section shall constitute a quorum, providing that the number is not less than seven. The vote of a majority of a quorum shall constitute the vote of BAACG except as provided in Section VII.

SECTION V ELECTIONS

1. A nominating committee of three Members shall be appointed to present a slate of candidates and officers.

2. By April 1, the nominating committee will name one or more candidates for each elective office and confirm prior to that time each candidate’s willingness to serve if elected.

3. At any time, any Member may nominate any additional candidates as defined by Section V.2.

4. The election of directors and officers will be held by signed, mailed ballot or secure electronic ballot beginning May 1 and before June 1.

5. The nominating committee by simple majority, will tally and publish by mail or e-mail prior to July 1 to the general membership the newly elected directors and officers.

SECTION VI DIVISIONS AND DEPARTMENTS

1. The Board of Directors may establish divisions and departments of BAACG as it may determine to be desirable, and may make such regulations of the management of same and discontinue the same as it may from time to time determine.

SECTION VII AMENDMENTS

1. These Bylaws may be amended, added to, or repealed by a vote of not less than two-thirds of the Members voting, responding to a mailed or electronic ballot, provided that notice of such changes have been furnished in writing to the membership and provided also that such changes are in conformity with the provisions of California Law and Section 501(c)(3) of the Internal Revenue Code of 1954.

SECTION VIII FISCAL YEAR

1. The fiscal year of BAACG shall commence on July 1.

SECTION IX CERTIFICATION

1. Membership in the BAACG does not imply an endorsement of professional competence. No member may use his/her membership in any manner whatsoever as a form of advertisement for professional services implying any form of competence level.

Adopted December 1986

Previously amended May 2006

Previously amended October 2012

Last amended September 2013

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