The Guild was formed in the summer of 1993, in Washington, NC, when a group of local carvers and wildlife artists expressed an interest in sharing ideas and techniques. The original group of approximately 15 members has now grown to over 70 members and includes many non-carver and non-artist individuals who have an interest in wildlife and its preservation.
The Guild meets monthly to present programs oriented toward skill acquisition, ranging from carving techniques to painting applications in a variety of mediums. Additionally workshops pertaining to specific skills are offered periodically.
The Guild is dedicated to providing educational activities associated with wildlife art, conservation of wildlife resources, and preservation of the wildlife heritage that is so much a part of Eastern North Carolina.
The development of the first East Carolina Wildlife Arts Festival was a logical outgrowth of the Guild and a continuation of the Festival will only enhance the Guild and its education, conservation and preservation activities.
Purpose and Goals
- To conserve and perpetuate wildlife arts and practices of individual hand craftsmanship native to Eastern North Carolina.
- To bring about cooperation between all agencies and individuals interested in the conservation and development of wildlife arts.
- To raise and maintain standards of craftsmanship and individual expression.
- To gather and to give instruction on methods and sources of materials.
- To promote the education of all forms of wildlife art.
BY-LAWS OF The East Carolina Wildfowl Guild
Article I. Purpose and Powers
1.1. Purposes of the Guild. The Guild is organized to:
Conserve, perpetuate, teach and perfect the waterfowl arts and practices of individual hand craftsmanship native to eastern North Carolina;
Bring about cooperation between all agencies and individuals interested in the conservation and development of waterfowl arts;
Raise and maintain standards of craftsmanship and individual expression; and Gather and give instruction on methods and sources of materials.
Section 1.2. General Powers. The Guild is organized and shall be operated exclusively for educational and pleasure, recreation, and other nonprofitable purposes within the meaning of Sections 501(c) (3) and (7) of the Federal Internal Revenue Code. In furtherance of such purposes it may promote, establish, conduct and maintain activities on its behalf or it may contribute to or otherwise assist other organizations carrying on activities similar to those permitted to the Guild. The Guild may solicit and receive funds and property, whether real or personal, and invest, hold, manage and apply such funds and property subject to the conditions of the transfer, in furtherance of the goals of the Guild.
Section 1.3. Limitations on the Powers of the Guild. No part of the earnings of the Guild shall inure to the benefit of, or be distributed to, its members, officers, trustees or other private persons, except that the Guild shall be authorized to pay reasonable compensation for services rendered or in furtherance of activities permitted by Article 1, Section 1.2.
The Guild shall not substantially engage in the “carrying on of propaganda, or otherwise attempting, to influence legislation” as that phrase is defined in the Federal Internal Revenue Code, section 501(h).
The Guild shall not engage in any activity not permitted to an organization exempt from federal income taxes under sections 501(c)(3) and (7) of the Federal Internal Revenue Code or those permitted to organizations to which contributions are deductible as charitable donations under section 170(c)(2) of the Federal Internal Revenue Code.
Article II. Membership Classes
Section 2.1. Annual Membership. There shall be an annual membership in the Guild. The holder will be a member in good standing upon payment of yearly dues. The amount and due date of the yearly dues shall be determined by the Board of Directors. Failure to maintain membership status by timely payment of dues will result in immediate suspension of all privileges as a member of the Guild.
Section 2.2. Family Membership. The Guild will have a family membership. The amount and due date of the annual family membership shall be determined by the Board of Directors. Failure to maintain membership status by timely payment of dues will result in immediate suspension of all privileges as a member of the Guild. A family membership shall have two votes which must be voted as a unit, that is, as one vote; at least two family representatives must be present at a meeting in order to exercise the votes of the Family Membership.
Section 2.3. Lifetime Membership. A Lifetime Member shall pay a fee designated by the Board of Directors for membership benefits extending throughout his or her natural lifespan The Life Membership shall not be transferable to any other person. Upon resignation, the Lifetime Member forfeits any monies paid to the Guild.
Article III. Members
Section 3.1. Annual Meetings. An annual meeting of the members shall be held for the election of directors at a time and place designated by the Board of Directors, either within or without the borders of North Carolina. Any other proper business may be conducted at the annual meeting. Any member may request, in writing, that the President designate a time and place for an annual meeting in the event that the Board of Directors fails to do so.
Section 3.2. Regular Meetings. Regular meetings of the membership shall be held at the times and places that the membership determines is proper, and if so determined notices of the meetings need not be given. There shall be a report by the Treasurer and Secretary of the Guild, as well as by any committee chairs, of the ongoing activities and affairs of the Guild.
Section 3.3. Special Meetings. Special meetings of the members for any purpose or purposes may be called by the Board of Directors, a committee of the Board of Directors, the President, or one twentieth (1/20) of the membership Special meetings may not be called by any other persons. Special Meetings shall be called for a specified purpose and no other business may be conducted at such a meeting without the consent of two thirds of all voting members of the Guild.
Section 3.4. Notice of Meetings. Whenever members are required or permitted to take action at a meeting, a written notice of the meeting shall be given by the Secretary which shall state the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided for by law, the Articles of Incorporation or these By-Laws, the written notice of any meeting shall be given not less than ten (10) or more than sixty (60) days before the date of the meeting to each member. If mailed, such notice shall be deemed to be given when deposited in the mail, postage prepaid, directed to the member at his address as it appears in the records of the Guild.
Section 3.5. Quorum. Except as otherwise provided by law, the Articles of Incorporation or these By-Laws, ten percent (10%) of the membership, present at a meeting in person shall constitute a quorum.
Section 3.6. Organization. Meetings of the members of the Guild shall be presided over by the President, or in his absence by a Vice President. The Secretary shall act as secretary of the meeting, but in his absence the presiding officer may appoint any person to act as secretary of the meeting.
Section 3.7. Fixing Date for Determination of Members of Record; List of Members Entitled to Vote. A member is entitled to exercise full voting privileges when the Guild has received the membership fee.
Article IV. Board of Directors
Section 4.1. Number: Qualifications. The Board of Directors shall consist of nine members, each with a term of office of three years.
Section 4.2. Election. The Board of Directors shall initially consist of the persons named as Directors in the Articles of Incorporation; each Director shall serve until his successor is elected and qualified. Three Directors shall be elected every year by plurality vote by the members of the Guild at the annual meeting.
Section 4.3. Resignation and Vacancies. A Director may resign at any time upon written notice to the Guild. Any newly created Directorship or vacancy may be filled by majority vote of the remaining Directors, whether that majority constitutes a quorum or not, and each Director so elected shall hold office until the expiration of the term of office of the Director whom he has replaced, or until his successor is elected and qualified.
Section 4.4. Removal of Directors. A Director may be removed at any time for any reason by a two-thirds vote of the membership or by majority vote by the remaining Directors for cause or breach of his duties to the Guild.
Section 4.5. Regular Meetings. Regular meetings of the Board of Directors may be held at such places within or without the state of North Carolina and at such times as the Board of Directors may determine, and if so determined notices thereof need not be given.
Section 4.6. Special Meetings. Special meetings of the Board of Directors may be held at any time or place within or without the state of North Carolina whenever called by the President, Vice President, Secretary, Treasurer, or any member of the Board of Directors. Notice of the meeting and its purpose shall be given by the officer or Directors calling the meeting at least twenty-four hours before the meeting.
Section 4.7. Telephonic Meetings Permitted. Members of the Board of Directors may participate in a meeting by means of conference telephone or any other communications method by which all persons participating in the meeting can hear each other. Participation by this method shall constitute presence at the meeting.
Section 4.8. Quorum; Vote Required for Action. At all meetings of the Board of Directors a majority of the whole Board shall constitute a quorum for the conduct of business. The vote of a majority of the Board of Directors shall be the act of the Board of Directors.
Section 4.9. Organization. Meetings of the Board of Directors shall be presided over by the Chairman of the Board, who shall be chosen by plurality vote of the Board of Directors, or in his absence, by the person chosen by a plurality of the Directors present. The Secretary’, chosen by plurality vote of the Board of Directors, or in his absence a Director designated by the presiding Director, shall serve as secretary of the meeting.
Section 4.10. Informal Action by Directors. The Board of Directors may take action without a meeting if each Director consents, in writing, to the action.
Article V.: Officers
Section 5.1. Election and Qualifications of Executive Officers. The membership shall elect a President, Vice President, Secretary and Treasurer at each annual meeting. Each such officer shall hold office until his successor is elected and qualified at the next annual meeting, unless he is removed from office or resigns. The Chairman and Secretary of the Board of Directors shall be elected by the Board of Directors at the annual meeting of the Board of Directors.
Section 5.2. Resignation, Removal and Vacancies. Any officer may resign upon written notice to the Guild. The Board of Directors may remove an officer for cause, or the membership may remove an officer without cause. Any vacancy in an office may be filled for the unexpired portion of the term by the Board of Directors.’
Section 5.3. Powers and Duties of Executive Officers. The President of the Guild shall be responsible for the orderly conduct of business at each annual or special meeting. The President shall also designate the chairperson and members of any committees formed for the purpose of obtaining a particular goal or purpose.
The Vice-President shall preside over meetings in the absence of the President, and shall serve as the Director of Programs for the regular business meetings.
The Secretary shall be responsible for maintaining the minutes of all meetings of the Guild; with the assistance of the Treasurer, he shall maintain a list of members entitled to vote at regular meetings; and shall maintain the records of the operations of the Guild.
The Treasurer shall be responsible for the collection of membership fees as designated by the Board of Directors. Any and all funds maintained by the Guild, for whatever purpose or use, shall be in the custody of the Treasurer.
Article VI.: Miscellaneous
Section 6.1. Fiscal Year. The fiscal year of the Guild shall be determined by resolution of the Board of Directors.
Section 6.2. Seal. The corporate seal shall have the name of the Guild inscribed thereon and shall be in such form as may be approved by the Board of Directors.
Section 6.3. Waiver of Notice of Meetings of Members, Directors and Committees. Any written waiver of notice, signed by the person entitled to notice, shall be deemed equivalent to notice. Attendance of a person at a meeting shall be constitute waiver of notice for that meeting, except when the person attends the meeting for the purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.
Article VII. Amendment of By-Laws.
Section 7.1. By the Board of Directors, These By-Laws may be amended or repealed, and new By-Laws made, by the Board of Directors, but the Board may not amend or otherwise alter provisions relating to the powers, election, or terms of office of the Board of Directors itself.
Section 7.2. By the Members. These By-Laws may be amended or repealed, and new By-Laws made, by the members by two-thirds vote of the members present at a special or annual meeting.