NON-PROFIT BYLAWS OF CLOTHO'S HANDSPINNERS

PREAMBLE

The following Bylaws shall be subject to, and governed by, the NonStock Corporation Act of the Commonwealth of Virginia and the Articles of Incorporation of Clotho’s Handspinners.

ARTICLE 1 - NAME

The legal name of the Non-Profit Organization shall be known as Clotho’s Handspinners, and shall herein be referred to as “Clotho’s”.

ARTICLE 2 - PURPOSE

The general purposes for which Clotho’s has been established are as follows:

  • Provide a forum for sharing the knowledge and love of handspinning and related fiber arts.
  • Provide continuing education through seminars, workshops, demonstrations, and a lending library.
  • Encourage new ideas and directions in fiber arts.
  • Preserve and honor the cultural heritage and traditions of handspinning.

The purpose for which Clotho’s is formed is set forth in the attached Articles of Incorporation.

Clotho’s is established within the meaning of IRS Publication 557 Section 501(c) Organization of the Internal Revenue Code of 1986, as amended (the "Code") or the corresponding section of any future federal tax code.

 

ARTICLE 3 - OFFICES

The principal office of Clotho’s shall be located at P.O. Box 26042, Richmond, VA 23260.

ARTICLE 4 - DEDICATION OF ASSETS

The properties and assets of Clotho’s are irrevocably dedicated to and for non-profit purposes only. No part of the net earnings, properties, or assets of Clotho’s, on dissolution or otherwise, shall inure to the benefit of any person or any member, Board Member, or officer of Clotho’s. On liquidation or dissolution, all remaining properties and assets of the Clotho’s shall be distributed and paid over to an organization dedicated to non-profit purposes which has established its tax-exempt status pursuant to Section 501(c) of the Code and is dedicated to the preservation of fiber arts through education and demonstration.

ARTICLE 5 – MEMBERSHIP

Membership of Clotho’s is open to those organizations and individuals who support the mission and purposes of Clotho’s and who pay yearly membership fees. Life memberships may be awarded by the Executive Committee, based upon service to Clotho’s. The Board may reject any application for membership at the Board’s sole discretion. Members may serve as long as they wish or until such time as the Board deems that they have failed to comply with membership obligations. Notice of meetings of the membership must be sent to each member at least 30 days prior to the day such a meeting will be held. Notification can be through postal service or email.

5.1 Monthly Meetings

Membership meetings of Clotho’s will be held on the third Saturday of the month. The date of an individual meeting may be changed at the discretion of the President or the Executive Committee.

5.2 Quarterly Business Meetings

Quarterly Business Meetings of Clotho’s will be held on the third Saturday of
the month except when it falls on the weekend of a State or Federal Holiday. The date of an individual meeting may be changed at the discretion of the President or the Executive Committee.

5.3 Annual Membership Meeting

An Annual Meeting of Clotho’s will be held the third Saturday of the month of July. The date of an individual meeting may be changed at the discretion of the President or the Executive Committee. At the Annual Meeting of Clotho’s, the membership shall vote for the Board of Directors, the annual budget, and any changes to these bylaws as presented. The quorum for the annual membership meeting will be ten (10) members.

5.4 Special Meetings

Special meetings of the membership may be called by the Board, the Board President or not less than one-tenth of the members, by sending a notice to the membership.

5.5 Meeting Notice

Members may call a meeting of the Board with thirty (30) days' written notice provided to each member.

5.6 Dues

The duties of the membership of Clotho’s shall include payment of yearly membership fee. Annual dues will be set in Clotho’s annual budget and presented with the budget at the Annual Clotho’s Business Meeting at which a quorum is present for approval. At the discretion of the Board, these fees may be waived.

5.7 Voting

Each member receives one vote. Proxy voting is permitted.

ARTICLE 6 - BOARD OF DIRECTORS

6.1 General Powers and Responsibilities

Clotho’s shall be governed by a Board of Directors (the "Board"), which shall have all the rights, powers, privileges, and limitations of liability of Board Members of a non-profit corporation organized under the NonStock Corporation Act of the Commonwealth of Virginia. The Board shall establish policies and directives governing business and programs of Clotho’s and shall delegate to the Executive Committee, subject to the provisions of these Bylaws, authority, and responsibility to see that the policies and directives are appropriately followed. The Board will meet at least twice a year to conduct the business of Clotho's. The Board will report its recommendations, actions, and decisions at the Quarterly Clotho's Business Meetings for member approval.

6.2 Executive Committee

The Executive Committee will consist of these officers elected by the membership: President, Vice President, Secretary, Treasurer.
The President: Will be elected by Members to serve a two year term, and will preside at business meetings of Clotho's and the Board, will oversee Clotho's activities, and may enter into contracts on Clotho's behalf. The President functions as President of the Board. In the President’s absence, the Vice President will preside at meetings.
The Vice President: Will be elected by Members to serve a two year term, will preside at business meetings in the President’s absence.
The Secretary: Will be elected by Members to serve a two year term. The Secretary will keep minutes of all business meetings of Clotho's and of the Board. Minutes of any special committee meetings will be presented to the Secretary for recording.
The Treasurer: Will be elected by Members to serve a two year term. The Treasurer will manage Clotho's bank account, maintain accurate records, receive dues and maintain the membership list, pay Clotho's expenses, file necessary state and federal forms in a timely fashion, and prepare the annual budget with the Board for member approval at the annual Clotho's business meeting. The Treasurer will give a report of expenses and income to the membership at the quarterly business meetings. Non-budgeted expenses exceeding miscellaneous line item will require the approval of the Board and membership.

6.3 Standing Committees

The Board may form standing committees to serve the needs and purpose of Clotho's. Standing committee formation requires the approval by the membership at a Clotho's Business Meeting. The chairperson of a standing committee becomes an Ex-Officio Board Member, which will have the same rights and obligations, including voting power, as the other Board Members. Unless otherwise authorized by the Executive Committee, no committee shall bind Clotho's in a contract or agreement or expend Clotho's funds.

6.4 Number and Qualifications

The Board shall have up to nine (9) members, but no fewer than five (5) Board members. The number of Board members may be increased beyond members by the affirmative vote of a simple majority of the then-serving Board. A Board member need not be a resident of the Commonwealth of Virginia.

6.5 Term of Board

All appointments to the Board shall be for a term of two years. No person shall serve more than two consecutive terms unless a majority of the Membership, during the course of the Annual Membership Business meeting at which a quorum is present, votes to appoint a Board member to an additional consecutive term. No person shall serve more than six consecutive years.

6.6 Vacancies

A vacancy on the Board may exist at the occurrence of the following conditions:

  1. The death, resignation, or removal of any Board Member;
  2. The declaration by resolution by the Board of a vacancy in the office of a Board Member who has been declared of unsound mind by a final order of court, convicted of a felony, found by final order or judgment of any court to have breached a duty pursuant to the Corporation Code and/or Act of the law dealing with the standards of conduct for a Board Member, or has missed consecutive meetings of the Board, or a total of meetings of the Board during any one calendar year;

The Board, by way of affirmative vote of a majority of the Board Members then currently in office, may remove any Board Member without cause at any regular or special meeting, provided that the Board Member to be removed has been notified in writing in the manner set forth in Article 6.8. Meetings that such action would be considered at the meeting.

Any vacancy on the Board may be filled by a vote of the members of the Board, whether or not the number of Board Members then in office is less than a quorum, or by vote of a sole remaining Board Member. No reduction of the authorized number of Board Members shall have the effect of removing any Board Member before that Board Member's term of office expires. A Board member elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.

6.7 Resignation

Except as provided in this paragraph, any Board Member may resign effective upon giving written notice to the chair of the Board, the secretary, or any of the Board, unless the notice specifies a later time for the effectiveness of the resignation. If the resignation is effective at a future time, a successor may be designated to take office when the resignation becomes effective. Unless the Attorney General of is first notified, no Board Member may resign when Clotho’s would then be left without a duly elected Board Member in charge of its affairs.

6.8 Removal

A Board member may be removed, with or without cause, at any duly constituted meeting of the Board, by the affirmative vote of a majority of then-serving Clotho's members.

6.9 Meetings of the Board of Directors

The Board's regular meetings may be held at such time and place as shall be determined by the President of the Board. The President of the Board or any regular Board members may call a meeting of the Board with thirty (30) days' written notice provided to each member of the Board. The notice shall be served upon each Board member via hand delivery, regular mail, email, or fax. The person(s) authorized to call such meetings of the Board may also establish the place the meeting is to be conducted, so long as it is a reasonable place to hold a meeting of the Board.

6.10 Minutes of the Board of Directors

The Secretary shall be responsible for the recording of all minutes of all meetings of the Board in which business shall be transacted in such order as the Board may determine from time to time. However, when the Secretary is unavailable, the President of the Board shall appoint an individual to act as Secretary at the meeting. The Secretary, or the individual appointed to act as Secretary, shall prepare the minutes of the meetings, which shall be delivered to Clotho’s to be placed in the minute books. A copy of the minutes shall be delivered to each Board member via either regular mail, hand delivered, emailed, or faxed within business ten (10) days after the close of each Board meeting.

6.11 Quorum of the Board of Directors

At each meeting of the Board the presence of three (3) Board Members shall constitute a quorum for the transaction of business. If at any time the Board consists of an even number of members and a vote results in a tie, then the vote of the President of the Board shall be the deciding vote. The act of the majority of the Board members serving on the Board or Board Committees and present at a meeting in which there is a quorum shall be the act of the Board or Board Committees, unless otherwise provided by the Articles of Incorporation, these Bylaws, or a law specifically requiring otherwise. If a quorum is not present at a meeting, the Board members present may adjourn the meeting without further notice until a quorum shall be present. However, a Board member shall be considered present at any meeting of the Board or Board Committees if during the meeting he or she is present via telephone or web conferencing with the other Board members participating in the meeting.

6.12 Voting

Each Board member shall only have one vote.

6.13 Board Member Attendance

An elected Board Member who is absent from three (3) consecutive regular meetings of the Board during a year without prior notification shall be encouraged to reevaluate with the President of the Board his/her commitment to Clotho’s. The Board may deem a Board member who has missed consecutive meetings without such a reevaluation with the President, to have resigned from the Board.

6.14 Violation of Loyalty - Self-Dealing Contracts

A self-dealing contract is any contract or transaction (i) between Clotho’s and one or more of its Board members, or between Clotho’s and any corporation, firm, or association in which one or more of the Board Members has a material financial interest. Said self-dealing shall not be void or voidable because such interested Board Members of the corporation, firm, or association are parties or because said Interested Board Members are present at the meeting of the Board or committee which authorizes, approves or ratifies the self-dealing contract, if:

  1. All material facts are fully disclosed to or otherwise known by the members of the Board and the self-dealing contract is approved by the Interested Board Member in good faith (without including the vote of any membership owned by said Interested Board Member(s));
  2. All material facts are fully disclosed to or otherwise known by the Board or committee, and the Board or committee authorizes, approves, or ratifies the self-dealing contract in good faith without counting the vote of the Interested Board Member(s) and the contract is just and reasonable as to Clotho’s at the time it is authorized, approved, or ratified; or
  3. As to contracts not approved as provided in above sections (a) and/or (b), the person asserting the validity of the self-dealing contract sustains the burden of proving that the contract was just and reasonable as to Clotho’s at the time it was authorized, approved, or ratified.

Interested Board Members(s) may be counted in determining the presence of a quorum at a meeting of the Board or a committee thereof, which authorizes, approves, or ratifies a contract or transaction as provided for and contained in this section.

6.15 Indemnification

To the fullest extent permitted by law, Clotho's shall indemnify its "agents," as described by law, including its Board Members, officers, employees and volunteers, and including persons formerly occupying any such position, and their heirs, executors and administrators, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any "proceeding," and including any action by or in the right of Clotho's, by reason of the fact that the person is or was a person as described in the Non-Profit Corporation Act. Such right of indemnification shall not be deemed exclusive of any other right to which such persons may be entitled apart from this Article.

Clotho's shall have the power to purchase and maintain insurance on behalf of any agent of the Clotho's, to the fullest extent permitted by law, against any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, or to give other indemnification to the extent permitted by law.

ARTICLE 7 - EXECUTION OF CORPORATE INSTRUMENTS

7.1 Execution of Corporate Instruments

The Board may, at its discretion, determine the method and designate the signatory officer or officers, or other person or persons, to execute any corporate instrument or document, or to sign the corporate name without limitation, except when otherwise provided by law, and such execution or signature shall be binding upon Clotho’s.

All checks and drafts drawn on banks or other depositories on funds to the credit of Clotho’s, or in special accounts of Clotho’s, shall be signed by the Treasurer or such person or persons as the Board shall authorize to do so.

ARTICLE 8 - RECORDS AND REPORTS

8.1 Maintenance and Inspection of Articles and Bylaws

Clotho’s shall keep the original or a copy of its Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the members upon request.

Maintenance and Inspection of Federal Tax Exemption Application and Annual Information Returns
Clotho’s shall keep a copy of its federal tax exemption application and its annual information returns for three years from their date of filing, which shall be open to public inspection and copying to the extent required by law.

8.2 Maintenance and Inspection of Other Corporate Records

Clotho’s shall keep adequate and correct books and records of accounts and written minutes of the proceedings of the Board and committees of the Board. All such records shall be kept at a place or places as designated by the Board and committees of the Board, or in the absence of such designation, at the principal office of Clotho’s. The minutes shall be kept in written or typed form, and other books and records shall be kept either in written or typed form or in any form capable of being converted into written, typed, or printed form. Upon leaving office, each officer, employee, or agent of Clotho’s shall turn over to his or her successor or the President of the Board, in good order, such organization monies, books, records, minutes, lists, documents, contracts or other property of Clotho’s as have been in the custody of such officer, employee, or agent during his or her term of office.

Every Board Member shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of Clotho’s. The inspection may be made in person or by an agent or attorney and shall include the right to copy and make extracts of documents.

8.3 Preparation of Annual Financial Statements

Clotho’s shall prepare annual financial statements and Clotho’s shall make these financial statements available to the membership, Attorney General, and members of the public for inspection no later than thirty (30) days after the close of the fiscal year to which the statements relate.

8.4 Reports

The Board shall ensure an annual report is sent to all Board Members within thirty (30) days after the end of the fiscal year of Clotho’s, which shall contain the following information:

  1. The assets and liabilities, including trust funds, of Clotho’s at the end of the fiscal year.
  2. The principal changes in assets and liabilities, including trust funds, during the fiscal year.
  3. The expenses or disbursements of Clotho’s for both general and restricted purposes during the fiscal year.
  4. The Annual Report shall be posted in the Clotho’s website.

ARTICLE 9 - FISCAL YEAR

The fiscal year for Clotho’s is July 1st through June 30th.

ARTICLE 10 - AMENDMENTS AND REVISIONS

These Bylaws may be adopted, amended, or repealed by the Clotho’s members. Such action is authorized only at a duly called and held Annual Membership Meeting for which written notice of such meeting, setting forth the proposed bylaw revisions with explanations. If any provision of these Bylaws requires the vote of a larger portion of the members than is otherwise required by law, that provision may not be altered, amended, or repealed by that greater vote.

ARTICLE 11 - STATEMENT OF NONDISCRIMINATION

Clotho’s shall not discriminate against any person in the acceptance of applications for

membership, election of Board members, provision of service to the public, the contracting for or purchasing of services or in any other way, on the basis of race, color, gender, sexual orientation, national origin, disability, age, or any other basis prohibited by law. This policy against discrimination includes, but is not limited to, a commitment to full compliance with Title VII of the Civil Rights Act of 1964; the Age Discrimination in Employment Act of 1975, the Americans with Disabilities Act of 1990, and any subsequent amendments.

CERTIFICATE OF SECRETARY

I, Jodi Gibbs, certify that I am the current elected and acting Secretary of Clotho's, and the above Bylaws are the bylaws of Clotho’s as adopted by the Board on January 20, 2024, and that they have not been amended or modified since the date above.

 

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