Conference of Northern California Handweavers, Inc.

BYLAWS

Revision Adopted July 10, 2024

FIRST AMENDED AND RESTATED BYLAWS

OF

CONFERENCE OF NORTHERN CALIFORNIA

HANDWEA VERS, INCORPORATED

ARTICLE I

NAME OF CORPORATION

Section 1. NAME. The name of this Corporation shall be “CONFERENCE OF

NORTHERN CALIFORNIA HANDWEA VERS, INCORPORATED.”

ARTICLE II

PURPOSE

Section 1. PRIMARY PURPOSE. This Corporation is a nonprofit public benefit

corporation and is not organized for the private gain of any person. It is organized under the

California Nonprofit Public Benefit Corporation Law for public and charitable purposes. The

specific purposes of this Corporation is to provide education to the general public in the craft of

weaving, spinning, basketry, dyeing, and closely related fiber arts to further and stimulate public

interest in and appreciation of fiber arts, and to engage in any other lawful activities permitted

under the California Nonprofit Public Benefit Corporation Law. The recital of these purposes as

contained in this paragraph is intended to be exclusive of any and all other purposes, this

corporation being formed for those public and charitable purposes only. We define “fiber art” to

include basketry, beadwork, braiding, clothing design, crochet, dyeing, embroidery, felting,

hooking, knitting, lacework, mixed media, needlework, paper, quilting, sculpture, sewing,

spinning, surface design, textile design and weaving.

Section 2. ACHIEVEMENT OF PURPOSE. To achieve its purpose, the Corporation

intends to: (a) obtain, provide, and make available exhibits to the end that the artistic level of the

craft may be raised; (b) aid and encourage prospective members in the general art

of handweaving, spinning, basketmaking, and dyeing; and (c) conduct and assist in conducting

any and all lawful projects and programs which have the foregoing endeavors and objects in the

northern part of the State of California; that is, that area which lies north of the Tehachapi

Mountains in the State of California or in the northern part of Nevada.

ARTICLE III

MEMBERSHIP

Section 1. MEMBERSHIP ELIGIBILITY. Any fiber arts guild in Northern California,

in the area north of the Tehachapi Mountains, or in the northern part of Nevada, that has

functioned as a guild for at least one (1) full year, and receives the endorsement of the Advisory

Board shall be eligible for membership subject to approval by a vote of two-thirds (2/3rds) of the

Guild Liaisons.

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PAGE 1 OF 17Section 2. WRITTEN AGREEMENT. An authorized representative of each guild must

sign an agreement that the guild will abide by the Bylaws before it shall be entitled to any of the

rights and privileges of membership.

Section 3. MEMBER GUILD, (GUILD) VOTING PRIVILEGE. Each guild shall be

entitled to one (1) vote to be cast by a duly authorized representative. (See Article VIII, Guild

Liaisons.)

Section 4. MAJORITY RULE. Matters being voted upon will be decided by a majority

of voting members present unless California law, the Articles of Incorporation or these Bylaws

require a greater number.

Section 5. GUILD AREAS. Guilds shall be assigned to one of the following areas upon

recommendation of the Advisory Board and approval by the Guild Liaisons:

Area 1: South Bay Guilds

Area 2: Central Valley Guilds

Area 3: San Francisco and East Bay Guilds

Area 4: Sacramento Valley and Northern Nevada Guilds

Area 5: North Coast Guilds

Section 6. GUILD PARTICIPATION. Member guilds are expected to participate in

annual conferences and assume responsibility for conference planning and execution when their

area is assigned. (See Article VIII, Section I) Guild participation shall be determined by the

Annual Conference Committee, which may ask guilds to assume responsibility for one or more

activities including: the exhibit of work by guild members, the sponsorship of a conference event

or exhibit, and the provision of volunteer labor for designated conference jobs.

Section 7. SUSPENSION; REINSTATEMENT. Non-participation by any guild, within

the area responsible for conference planning, may result in suspension of membership in this

Corporation. A guild, when suspended, may regain membership upon reapplication following

provisions of this Article.

Section 8. DEBT LIABILITY. Member guilds are not liable for the debts, liabilities, or

obligations of the Corporation.

ARTICLE IV

DUES

Section 1. DUES. The Advisory Board may determine the amount of annual dues

payable to the Corporation by its members. Any adjustments to the annual dues shall be

determined by a vote of two-thirds (2/3rds) of the Guild Liaisons.

Section 2. PAYMENT OF DUES. Member guilds shall pay an annual assessment to the

Corporation in exchange for the Corporation’s benefits.

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PAGE 2 OF 17Section 3. DEFAULT AND TERMINATION OF MEMBERSHIP. If a member does not

pay the dues or otherwise contact the Corporation, the guild shall be removed from the

membership list. If the guild files a protest within 10 days of notice the member shall be given an

additional five (5) days to present a written explanation/objection for presentation to the Board.

The Board shall consider the written explanation/objection prior to making a final decision on

whether or not the member shall be removed.

ARTICLE V

DIRECTORS

Section 1. CORPORATE POWERS. The corporate powers of this Corporation shall be

vested in a Board of Directors. Subject to limitations of the Articles and these Bylaws and of

pertinent restrictions of the California Corporations Code, all the activities and affairs of the

Corporation shall be exercised by or under the direction of the Board of Directors. Without

prejudice to these general powers, but subject to the same limitations, it is hereby expressly

declared that the Board shall have the following powers in addition to the other powers

enumerated in these Bylaws:

a. to select and remove all the officers, agents and employees of the Corporation,

prescribe duties for them as may not be inconsistent with law, with the Articles of Incorporation,

or with these Bylaws, fix the terms of their offices and their compensation and in their discretion

require from them security for faithful service;

b. to make disbursements from the funds and properties of the Corporation as are

required to fulfill the purposes of this Corporation as are more fully set out in the Articles of

Incorporation thereof and generally to conduct, manage and control the activities and affairs of

the corporation and to make such rules and regulations therefor not inconsistent with law, with

the Articles of Incorporation or with these Bylaws, as they may deem best;

c. to adopt, make and use a corporate seal and to alter the form of such seal from

time to time as they may deem best;

d. to borrow money and incur indebtedness for the purposes of the Corporation and

to cause to be executed and delivered therefor, in the corporate name, promissory notes, bonds,

debentures, deeds of trust, mortgages, pledges, hypothecations, or other evidences of debt and

securities therefore; and

e. to the extent permitted by the exempt status of the organization, to carry on a

business at a profit and apply any profit that results from the business activity to any activity in

which it may legally engage.

Section 2. NUMBER. The authorized number of Directors of the Corporation shall be

not less than 3 and not more than 7, with the exact number to be determined from time to time by

the Directors until changed by an amendment of the Articles of Incorporation or by an

amendment to these Bylaws. The number may be changed by the vote or written assent of

two-thirds (2/3rds) of the directors then in office. The Directors of the Corporation shall consist

of the Officers of the Corporation as specified in Article VII.

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PAGE 3 OF 17Section 3. SELECTION AND TENURE OF OFFICE. Directors shall be elected at each

annual meeting of the members. Directors may be members of the Advisory Board or general

members of the Corporation. Eligibility to serve as a director on the Board of Directors of the

Corporation is not contingent upon membership in the Corporation. Individuals serving as

directors are not required to become or remain members of the Corporation during their tenure

on the Board. Each Director shall serve until the next annual meeting and until a successor has

been elected and qualified. If an annual meeting is not held, or the Directors are not elected at an

annual meeting, the Directors may be elected at any special meeting of members held for that

purpose. A vacancy or vacancies in the Board shall be deemed to exist in case of the death,

resignation or removal of any Director, or if the authorized number of Directors be increased.

The Board may declare vacant the office of a Director who has been declared of unsound mind

by a final order of court, or convicted of a felony, or been found by a final order or judgment of

any court to have breached any duty arising under the California Nonprofit Public Benefit

Corporation Law. (Corp. Code, §§ 5230 et seq.) No reduction of the authorized number of

Directors shall have the effect of removing any Director prior to the expiration of the Director’s

term of office.

Section 4. REMOV AL. A Director may be removed from office if any of the following

has been found to have occurred:

a. the Director misses 3 or more consecutive board meetings or 5 meetings in a

calendar year without cause;

b. a conflict of interest is found to exist between the Director and the Corporation;

c. the Director is found to have engaged in activities that are directly contrary to the

interests of the Corporation; or

d. the Director is found to be engaged in the misrepresentation of the Corporation

and its policies to outside third parties, either willfully, or on a repeated basis.

e. these qualifications.

A majority of Directors determine that the Director has not continued to meet

Before any removal occurs, the Director will be advised of the allegation and the basis for the

allegation, and will be given an opportunity to present any contrary evidence or explanation he or

she may have to the Board. Removal must be by a two-thirds (2/3rds) vote of all the Directors.

ARTICLE VI

ADVISORY BOARD

Section 1. PURPOSE. The Advisory Board shall report to and advise the Board

regarding the business of the Corporation and provide reports to the Guild Liaisons.

Section 2. TENURE OF OFFICE. Each Advisor shall serve a term of 5 years or until a

successor has been qualified and selected.

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PAGE 4 OF 17Section 3. VOTING MEMBERS OF ADVISORY BOARD; NUMBER &

QUALIFICATIONS. V oting Members of the Advisory Board of the Corporation shall consist of

two (2) representatives from each of the five (5) Guild Areas (also referred to as “Advisors”).

These Advisors shall be either the Chair or Co-Chair of the most recent conference in their

respective Area or, shall have served on the core committee of a conference from that Area. If

this requirement cannot be satisfied, an Advisor shall be chosen at a meeting of the guilds in the

Area concerned. The number of voting Advisors shall not exceed 10, and equal representation

from all Areas shall be maintained. A quorum shall consist of a minimum of seven (7) voting

Advisory Board members.

Section 4. ALTERNATIVE ADVISORS. At the beginning of each term, the two

Advisors for each Guild Area shall designate an Alternate Advisor to attend meetings and vote

when they are absent. An Alternate Advisor shall have the same qualifications as a regular

Advisor.

Section 5. EX-OFFICIO MEMBERS. The Advisory Board includes non-voting,

ex-officio members and certain officers such as the Executive Director, the CNCHnet Editor, the

Web Site Manager, Alternate Advisors and the Chairs and Co-Chairs of coming conferences who

are not already members of the Advisory Board.

Section 6. CHAIRMAN OF ADVISORY BOARD. The President of the Board of

Directors serves as the Chair. The Chair shall: (a) Plan and conduct all meetings of the Advisory

Board and Guild Liaisons; and (b) Notify Advisors from the Area next scheduled to conduct an

annual conference to initiate action by representatives of member guilds in that Area to select

their upcoming Conference Chair.

Section 7. COMPENSATION AND REIMBURSEMENT. Advisors shall serve without

compensation except that they shall be allowed and paid mileage at a rate decided by majority

vote of Advisors. In addition, they shall be reimbursed for expenses incurred in performance of

their duties, if authorized in advance by the Board.

Section 8. DEBTS. Advisors are not personally liable for the debts, liabilities, or other

obligations of the Corporation.

ARTICLE VII

OFFICERS

Section 1. EXECUTIVE DIRECTOR. The Executive Director is the key management

leader of the Corporation. The Executive Director is responsible for overseeing the

administration, programs and strategic plan of the organization. Other key duties include

fundraising, marketing, and community outreach. The position reports directly to the Board of

Directors.

a. Board Governance: Work with the Corporation’s Board of Directors and

the Corporation’s Advisory Board in order to fulfill the organization mission.

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PAGE 5 OF 17i. ii. i. Responsible for leading the Corporation in a manner that supports

and guides the organization’s mission as defined by the Board.

Responsible for communicating effectively with the Board and

providing, in a timely and accurate manner, all information

necessary for the Board to function properly and to make informed

decisions.

b. Financial Performance and Viability: Develops resources sufficient to

ensure the financial health of the organization.

Responsible for the fiscal integrity of the Corporation, to include

submission to the Board of a proposed annual budget and monthly

financial statements, which accurately reflect the financial

condition of the organization.

ii. Responsible for fiscal management that generally anticipates

operating within the approved budget, ensures maximum resource

utilization, and maintenance of the organization in a positive

financial position.

c. Corporation Mission and Strategy: Works with the Board of Directors,

the Corporation’s Advisory Board, contractors, and staff to ensure that the mission is fulfilled

through programs, strategic planning and community outreach.

Responsible for coordinating the implementation of the

Corporation’s programs with the Board and Advisory Board and

carrying out the organization’s mission. This includes initiating the

process of selecting the Chair or Co-chairs of the annual

conferences.

ii. Responsible for strategic planning to ensure that the Corporation

can successfully fulfill its mission into the future.

Responsible for the enhancement of the Corporation’s image by

being active and visible in the community and by working closely

with other professional, civic and private organizations.

d. Corporation Operations: Oversees and implements appropriate resources

to ensure that the operations of the organization are appropriate.

i. Responsible for facilitating the hiring and retention of competent,

qualified staff.

ii. Responsible effective administration of the Corporation’s

operations.

i. iii. BYLAWS

PAGE 6 OF 17iii. Responsible for signing all notes, agreements, and other

instruments made and entered into and on behalf of the

organization.

e. Bank Accounts. The Executive Director may establish and maintain one or

more bank accounts for the account of the Corporation and may collect and deposit into any such

account or accounts, and disburse from any such account or accounts, any money on behalf of

the Corporation, under such terms and conditions as the Board may approve, provided that no

funds shall be commingled with the funds of the Executive Director; and the Executive Director

shall from time to time render appropriate accountings of such collections and payments to the

Board and to the auditors of the Corporation.

Section 2. PRESIDENT. Subject to supervisory powers, if any, as may be given by the

Board, the President shall be the Chief Executive Officer of the Corporation and shall, subject to

the control of the Board, have general supervision, direction, and control of the activities and

Officers of the Corporation. In the absence of the President, one of the Board of Directors shall

preside at all meetings of the Board. The President shall be an ex-officio member of all the

standing committees, including any Executive Committee, and shall have the general powers and

duties of management usually vested in the office of a President of a Corporation, and shall have

other powers and duties as may be prescribed by the Board or the Bylaws.

Section 3. SECRETARY. The Secretary shall be an Advisor duly appointed by the

Board. The Secretary shall perform the following duties: (a) maintain the minutes of the Board,

Advisory Board, and the Guild Liaison Meetings; (b) provide copies of Board minutes to Board

Members; (c) provide copies of Guild Liaison Meeting minutes to member guilds and Advisory

Board members; and (d) maintain all Corporation records as required by law.

Section 4. TREASURER AND CHIEF FINANCIAL OFFICER. The Treasurer shall be

the Chief Financial Officer of the Corporation and a designated member of the Advisory Board.

The Treasurer shall: (a) keep and maintain Corporation funds or cause to be kept and maintained,

adequate and correct accounts of the properties and business transactions of the Corporation; (b)

maintain all fund records and preserve audited financial records from annual conferences as

required by State and Federal guidelines; (c) make reports as required by law; (d) deposit all

monies and other valuables in the name and to the credit of the Corporation with such

depositories as may be designated by the Board. The Treasurer shall disburse the funds of the

Corporation as may be ordered by the Board, shall render to the Executive Director and the

Directors, whenever they request it, an account of all of his or her transactions.

Section 5. FUND DISBURSEMENT. Funds shall be disbursed by the Treasurer,

Executive Director, or the President of the Board for expenses of the Corporation authorized by

the Board.

Section 6. REIMBURSEMENT. Officers shall be paid mileage at a rate decided by

majority vote of the Board and reimbursed for expenses incurred in performance of their duties,

if authorized in advance by the Board.

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PAGE 7 OF 17Section 7. DEBTS. Officers are not personally liable for the debts, liabilities, or other

obligations of the Corporation.

Section 8. SUBORDINATE OFFICERS. The Board of Directors may select other

officers as it may deem desirable. Each such officer will hold office for such period, have such

authority, and perform such duties as the Board of Directors may prescribe as provided in the

Bylaws.

Section 9. REMOV AL AND RESIGNATION. Any officer may be removed, either with

or without cause, by a majority of the Directors at the time in office, at any regular or special

meeting of the Board, or except in case of an officer chosen by the Board, by any officer on

whom the power of removal may be conferred by the Board. Any officer may resign at any time,

without prejudice to the rights, if any, of the Corporation under any contract to which the officer

is a party, by giving written notice to the Board, to the Executive Director, or to the Secretary of

the corporation. The resignation shall take effect at the date of the receipt of the notice or at any

later time specified in the notice; and, unless otherwise specified in the notice, the acceptance of

the resignation shall not be necessary to make it effective.

Section 10. V ACANCIES. A vacancy in any office because of death, resignation,

removal, disqualification, or any other cause shall be filled in the manner prescribed in the

Bylaws for regular election or appointment to the office, provided that the vacancies shall be

filled as they occur and not on an annual basis.

Section 11. INABILITY TO ACT. In the case of absence or inability to act of any officer

of the Corporation and of any person herein authorized to act in his or her place, the Board may

from time to time delegate the powers or duties of the officer to any other officer, or any director

or other person whom the Board may select.

ARTICLE VIII

GUILD/MEMBER LIAISONS

Section 1. SELECTION. Each guild shall select two (2) representatives to attend Guild

Liaison Meetings and act as liaison with other guilds and the Board of Directors and Advisory

Board. One (1) of these representatives shall serve as the Guild Liaison; the other shall assume

the duties of Guild Liaison whenever that person is unable to fulfill the duties listed below. The

Alternate Guild Liaison may be the Guild President, or any other member selected by the Guild

President.

Section 2. DUTIES OF GUILD LIAISON. The Duties of the Guild Liaison shall be to:

a. Consider and vote upon all matters generally affecting the Corporation;

b. Act as liaison officer between the Corporation and the guild represented,

present guild recommendations for action at Liaison Meetings, and give full reports on all

Corporation and Conference activities to the guild;

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PAGE 8 OF 17Section 3. DUTIES OF ALTERNATE GUILD LIAISON. The Duties of the Alternate

c. By October of each year, provide the Executive Director with the

following items: (i) a current roster of guild officers and members, (ii) current information on

meeting times and locations, and (iii) payment of the annual dues per member for the support of

the Corporation.

Guild Liaison shall be to: (a) attend Liaison Meetings, and (b) assume the duties of the Guild

Liaison in the absence or inability of the Guild Liaison to act.

ARTICLE IX

COMMITTEES

Section 1. COMMITTEES. Committees may be established as needed by the Board.

Committees of the Board may be appointed by resolution passed by a majority of the whole

Board. Committees shall be composed of two or more members of the Board, and shall have the

powers of the Board as may be expressly delegated to it by resolution of the Board of Directors,

except with respect to:

a. the approval of any action for which the California Nonprofit Public Benefit

Corporation Law also requires members’ approval (must be approved by the Board as a whole);

b. the filling of vacancies on the Board or on any committee;

c. committee;

the fixing of compensation of the Directors for serving on the Board or on any

d. the amendment or repeal of Bylaws or the adoption of new Bylaws;

e. terms is not so amendable or repealable;

the amendment or repeal of any resolution of the Board which by its express

f. the appointment of other committees of the Board or the members thereof;

g. the expenditure of corporate funds to support a nominee for Director after there

are more people nominated for Director than can be elected; or

h. Corp. Code, § 5233.

the approval of any self-dealing transaction, as these transactions are defined in

Any committee may be designated an Executive Committee or by another name as the Board

shall specify. The Board shall have the power to prescribe the manner in which proceedings of

any committee shall be conducted.

ARTICLE X

MEETINGS OF THE BOARD OF DIRECTORS AND ADVISORY BOARD

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PAGE 9 OF 17Section 1. PLACE OF MEETINGS. Notwithstanding anything to the contrary in these

Bylaws, any meeting whether regular, special, or adjourned of the members, Directors, or

Advisors of this Corporation may be held at any place within or without the State of California

that has been designated by the Board Chair.

Section 2. ANNUAL MEETING. There shall be an annual meeting of the members of

the Corporation, called and presided over by the President of the Board of Directors.

Section 3. MEMBER VOTING RIGHTS. Only persons whose names stand on the

membership records of the Corporation on the day of any meeting of members, shall be entitled

to vote at such a meeting.

Section 4. REGULAR MEETINGS. The Board and Advisory Board, together referred to

as the Advisory Council or AdCon, shall meet prior to Guild Liaison Meetings in a location

chosen by the Board Chair. A quorum shall consist of a minimum of seven (7) voting Advisory

Board members. Matters being voted upon will be decided by a majority of voting Directors and

Advisors unless California law, the Articles of Incorporation or these Bylaws require a greater

number for decision. In the event of a tied vote, the President of the Board will cast the

tie-breaking vote.

Any representative of a member guild or member of a member guild has the right to

appear before the Advisory Board to voice a complaint, question an action or propose new

action. The request to appear must be submitted in writing to the Chair of the Board prior to the

meeting.

Section 5. GUILD LIAISON REGULAR MEETINGS. Two (2) Guild Liaison Meetings

shall be called each year by the Advisory Board. A quorum of the Guild Liaison Meeting shall

consist of two-thirds (2/3rds) of the Guild Liaisons. A roll call shall be taken to determine if a

quorum is present. Failure of a guild to be represented at three (3) consecutive Liaison Meetings

can result in suspension of membership in this Corporation. When suspended, a guild may regain

membership following provisions of Article III, Sections 1-2.

Section 6. SPECIAL MEETINGS. Special Meetings may be called to consider business

of extraordinary or urgent need. A special meeting may be called by any Board, by action at the

Liaison Meeting, or upon written request by at least one (1) member guild from three (3) or more

Guild Areas.

Section 7. NOTICE OF SPECIAL MEETINGS. Special meetings shall be held on 48

hours’ notice by first class mail or electronic means. The notice shall be addressed or delivered

to each Advisory Board Member/Director or at the Director’s/Advisor’s address as it is shown on

the records of the Corporation or as may have been given to the Corporation by the

Advisor/Director for purpose of notice.

Section 8. LIAISON VOTING. When deemed appropriate by the Board any action

presented at a Guild Liaison Meeting may be voted upon by return of an official ballot, which

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PAGE 10 OF 17may be cast in-person, in writing, or via electronic mail, by a guild representative within a

specified period to a designated member of the Board.

Section 9. ACCESS TO MEETINGS. All meetings of the Board, Advisory Board, the

Liaisons and committees are open to members of member guilds. Participation of guests shall be

at the discretion of the presiding Chair.

Section 10. PARLIAMENTARY PROCEDURES. Except where inconsistent with the

rules, Bylaws or policies of the Corporation or with the laws of the State of California, the

parliamentary procedures governing meetings of the Directors, Advisors, Liaisons and

committees shall be by Robert’ s Rules of Order , Newly Revised.

Section 11. NOTICE OF REGULAR MEETINGS. All notices of meetings shall be sent

or otherwise given in accordance with this Article X not less than ten (10) nor more than sixty

(60) days before the date of the meeting. The notice shall specify the place, date, and hour of the

meeting and (i) in the case of a special meeting, the general nature of the business to be

transacted, or (ii) in the case of the annual meeting, those matters which the Board or members,

at the time of giving the notice, intend to present for action.

Section 12. MANNER OF GIVING NOTICE. Notice of any meeting shall be given

either personally, by electronic mail, first-class mail or telegraphic or other written

communications, at the address appearing on the books of the Corporation or given by that

person to the Corporation for the purpose of notice. Notice shall be deemed to have been given at

the time when delivered personally or deposited in the mail or sent by electronic mail, telegram

or other means of written communication.

Section 13. ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Any action

which may be taken at any annual or special meeting may be taken without a meeting and

without prior notice, if a consent in writing setting forth the action so taken, is signed by the

holders of the minimum number of votes that would be necessary to authorize or take that action

at a meeting at which all persons entitled to vote on that action were present and voted. All such

consents shall be filed with the Executive Director of the Corporation and shall be maintained in

the corporate records.

Section 14. PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE.

Advisors, Directors, and members may participate in a meeting through use of conference

telephone, electronic video screen communications (e.g., via Zoom), or other communications

equipment, as long as all members, Directors, and Advisors, as the case may be, participating in

the meeting can communicate with all of the other members and/or Advisors/Directors

concurrently. Each person may propose or interpose an objection to a specific action to be taken,

and the Corporation adopts and implements the minutes of proceedings of the Board, Advisory

Board, or members. No Zoom meeting shall exceed a total duration of two (2) hours. This

limitation is imposed to ensure the efficiency, effectiveness, and well-being of all participants.

The commencement time of the meeting shall be recorded in the meeting minutes, and the

two-hour limit shall be calculated from this recorded time. In exceptional circumstances, where it

is deemed necessary to extend the meeting beyond the two-hour limit, a motion to extend the

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PAGE 11 OF 17meeting must be presented and approved by at least two-thirds (2/3) of the members present.

Any extension granted shall not exceed an additional thirty (30) minutes. Members are

encouraged to address their concerns or additional topics in subsequent meetings or through

appropriate channels outside of the Zoom meeting to respect the time constraints and maintain

the productivity of the meetings.

Section 15. WAIVER OF NOTICE. Whenever any notice is required to be given under

the provisions of the California Corporations Code or under the provisions of the articles of

incorporation or the Bylaws of the Corporation, a waiver in writing signed by the persons

entitled to the notice, whether before or after the time stated there, shall be deemed equivalent to

the giving of notice.

Section 16. PROXIES. Every person entitled to vote or execute consents may do so

either in person or by one or more agents authorized by a written proxy executed by the member

or his or her duly authorized agent and filed with the Secretary of the Corporation.

ARTICLE XI

INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES

AND OTHER AGENTS

Section 1. INDEMNIFICATION. Subject to Section 5238 of the Corporations Code, the

Corporation shall, to the maximum extent permitted by the Corporations Code of California,

indemnify each of its agents against expenses, judgments, fines, settlements, and other amounts

actually and reasonably incurred in connection with any proceeding arising by reason of the fact

any such person is or was an agent of the Corporation. For purposes of this Section, an “agent”

of the Corporation includes any person who is or was a director, officer, employee, or other agent

of the Corporation, or is or was serving at the request of the Corporation as a director, officer,

employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, or

was a director, officer, employee, or agent of a corporation which was a predecessor corporation

of the Corporation or of another enterprise at the request of such predecessor corporation.

ARTICLE XII

FINANCIAL MATTERS

Section 1. RESERVE FUND. Reserve funds sufficient to cover all operating expenses

shall be established and administered by the Board.

Section 2. CONFERENCE EXPENSES AND SURPLUS INCOME. Prior to each

annual conference, the Treasurer shall advance money (Seed Money) from Corporation funds to

the upcoming Conference Chair to be used for pre-conference expenses. The amount shall be

approved by the Board. Any surplus income from the annual conference shall be returned to the

Corporation’s Treasurer.

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PAGE 12 OF 17Section 3. CONFERENCE CHAIR MONEY. Prior to annual conferences, the Treasurer

shall advance money from Corporation funds to the next annual Conference Chair to be used at

the chair’s discretion. The amount shall be approved by the Board and need not be returned to

the Corporation.

Section 4. PROPERTY LOSS OR DAMAGE. Neither the Corporation nor its

committees assume any responsibility for losses or damage to materials or properties of

exhibitors or participants, in sponsored events, by fire, theft, or any other cause.

Section 5. RECORDS RETENTION. Financial records shall be kept the minimum time

required by State and Federal guidelines. These records shall be held by the Executive Director

of the Corporation.

Section 6. INSURANCE. The Corporation shall carry basic minimum public liability

insurance for the benefit of the Corporation and its member guilds.

ARTICLE XIII

STANDING RULES FOR CONFERENCE

Section 1. ANNUAL CONFERENCE. An Annual Conference or other program shall be

held each year, rotating among the Guild Areas. (For Areas, see Article III, Sec. 5.)

Section 2. CONFERENCE CHAIR. A Conference Chair shall be selected at least two (2)

years in advance at a special meeting of representatives from member guilds in the Area

responsible for a conference. The identity of the Conference Chair shall be announced at the next

scheduled Liaison Meeting. The duties of the Conference Chair are to:

a. Select a Co-Chair (optional) and other working committees from guilds

within the Area responsible for a conference;

b. Plan and direct conference activities and programs with the assistance of

the Co-Chair and the working committees;

c. Attend Board meetings (but without a vote unless already on the Advisory

Board);

d. the conclusion of the Conference.

Serve as a member of the Advisory Board for five (5) years following

Section 3. CONFERENCE CO-CHAIR. The Conference Co-Chair shall assist the

Conference Chair, serve in the absence or inability of the Chair to fulfill the duties of that office,

and shall serve as a member of the Advisory Board for five (5) years after completion of the

Conference.

Section 4. CONFERENCE SECRETARY. A Conference Secretary shall be appointed by

the Conference Chair and take minutes of each Conference Committee meeting to be included in

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PAGE 13 OF 17the Conference records. The Secretary shall provide copies of these minutes and of conference

current financial reports to Conference Committee members and to members of the Board of

Directors within one (1) week following each meeting.

Section 5. CONFERENCE TREASURER. A Conference Treasurer shall be appointed by

the Conference Chair and shall maintain all Conference financial records and bank accounts. The

Treasurer shall make regular reports to the Conference Committee, and copies of these reports

shall be included in the minutes of the Secretary. (For Financial Matters see Article XII.)

Section 6. GUILD AND PUBLIC PARTICIPATION. All annual conferences shall be

open to the Corporation, guild members, and the general public. The Conference Committee will

establish all registration fees and suggested donations.

Section 7. VENDOR PARTICIPATION. All commercial exhibitors shall pay any fees

established by the Conference Committee.

Section 8. CONFERENCE GUESTS. Persons who contribute substantially to the

program of the annual Conference may be guests of the Conference at the discretion of the

annual Conference Committee.

Section 9. EXHIBIT RESPONSIBILITY. Conference participants shall be solely

responsible for their exhibits and materials, including insurance for any loss or damage that may

be incurred or sustained as a result of their participation at the Conference. (For Property Loss or

Damage see Article XII, Section 4.)

Section 10. JUDGING EXHIBITS. If Conference exhibits are judged, the rules for

judging exhibits adopted by the Conference Committee must be followed.

Section 11. CONFERENCE REPORTS. The Conference Chair will compile a written

report of all conference activities and records within 60 days following the closing date of the

conference. The Conference Chair will electronically provide this report to the Executive

Director for retention.

ARTICLE XIII

DISSOLUTION

Section 1. DISSOLUTION. This Corporation is one which does not contemplate

pecuniary gain or profit to the members thereof, and it is organized solely for non-profit

purposes. Upon the winding up and dissolution of this Corporation, after paying or adequately

providing for the debts and obligations of the Corporation, the remaining assets shall be

distributed to a non-profit fund, foundation or corporation, which is organized and operated

exclusively for charitable or educational purposes and which has established its tax exempt status

under Section 501(c) (3) of the Internal Revenue Code. If this Corporation holds any assets on

trust, such assets shall be disposed of in such a manner as may be directed by the decree of the

Superior Court of the county in which this Corporation’s principal office is located, upon petition

therefore by the Attorney General or by any person concerned in the liquidation.

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PAGE 14 OF 17ARTICLE XV

FISCAL YEAR

Section 1. FISCAL YEAR. The fiscal year of the Corporation shall begin on July 1st and

end on June 30th of each year.

ARTICLE XVI

EMPLOYEES AND CONTRACTORS

Section 1. EMPLOYEES. The Board may employ or contract the services of

professionals in various areas to assist in carrying out the purposes of the organization. A

two-thirds (2/3rds) vote of the Board is required to approve such engagement.

ARTICLE XVII

OTHER PROVISIONS

Section 1. AMENDMENTS. These Bylaws may be amended by vote of two-thirds

(2/3rds) of both the Board of Directors and the Member Guilds. Whenever an amendment or new

Bylaw is adopted, it shall be copied in the Book of Minutes with the original Bylaws, in the

appropriate place. If any Bylaw is repealed, the fact of repeal with the date of the meeting at

which the repeal was enacted or written assent was filed shall be stated in the Book.

Section 2. STANDING RULES. The Corporation shall keep a set of procedures and rules

describing the Corporation’s activities in detail. Additions and corrections to these standing rules

may be adopted by a two-thirds (2/3rds) vote of both the Advisory Board and the Board of

Directors.

requires, the general provisions, rules of construction, and definitions contained in the General

Provisions of the California Nonprofit Corporation Law (Corp. Code, §§ 5000 et seq.) and in the

California Nonprofit Public Benefit Corporation Law (Corp. Code, §§ 5110 et seq.) shall govern

the construction of these Bylaws.

Section 5. INSPECTION OF BOOKS AND RECORDS. The membership register or

duplicate membership register, the books of account, and minutes and proceedings of the

Section 3. ENDORSEMENT OF DOCUMENTS AND CONTRACTS. The Board,

except as otherwise provided in the Bylaws, 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. This authority may be general or confined to specific instances. Unless so

authorized by the Board, and except as provided in this Section, no officer, agent, or employee

shall have any power or authority to bind the Corporation by any contract or agreement, or to

pledge its credit, or to render it liable for any purpose or to any amount.

Section 4. CONSTRUCTION AND DEFINITIONS. Unless the context otherwise

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PAGE 15 OF 17members, Advisory Board, and the Board of Directors, and of executive committees of the

Directors of this Corporation shall be open to inspection on the written demand of any member at

any reasonable time, for a specifically stated purpose reasonably related to his or her interests as

a member, and shall be exhibited at any time when required by the demand of any members’

meeting. Every Advisor and Director shall have the absolute right at any reasonable time to

inspect all books, records, documents of every kind, and the physical properties of the

Corporation, and also of its subsidiary organizations, if any.

[END OF BYLAWS]

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PAGE 16 OF 17CERTIFICATE OF SECRETARY

I, the undersigned, being the Secretary of CONFERENCE OF NORTHERN CALIFORNIA

HANDWEA VERS, INCORPORATED, hereby certify that the above Bylaws consisting of 16

pages, including this page, were adopted as the Bylaws of this Corporation pursuant to the vote

of the Advisors and Directors, effective ______________. These Bylaws are, as of the date of

this certification, the duly adopted and existing Bylaws of this Corporation.

10/16/2024

IN WITNESS WHEREOF, I have set my hand this ______________.

______________________

, Secretary

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