Classes and Shops
Bylaws of the Old Pueblo Lapidary Club
Old Pueblo Lapidary Club, Inc.
Revised March 2018
Revised December 2007
Old Pueblo Lapidary Club
3118 North Dale Avenue
Tucson, Arizona 85712
Phone (520) 323-9154
Table of Contents of By-Laws of the Old
Pueblo Lapidary Club
Section 1. Eligibility
Section 2. Classes of Membership
Section 3 Voting Privilege
Section 4. Membership Suspension or Termination
Section 5. Member Financial Obilgation for Damage of
Section 6. Member Waiver of Liability
IV Meetings of Members
Section 1. Rules of Order
Section 2. Time and Place
Section 3. Annual Meeting
Section 4. Regular Business Meeting
Section 5. Demonstration/Instructive Meetings
Section 6. Limitation on Actions
Section 7. Special Meetings
Section 8. Quorum
Section 9. Proxies d
Section 1. Officers
Section 2. Executive Responsibility
Section 3 Board of Directors Meetings
Section 4. Vacancies
Section 5. Removal
Section 6. Resignation
Section 7. Compensation
Section 8. Duties of the Board of Directors
Section 9. Duties of Officers
VI Nomination & Election of Officers & Directors
Section 1. Nomination
Section 2. Nominating Committee
Section 3. Elections
Section 4. Installation
Section 5. Terms of Office
VII Initiation Fee, Dues, and Assessments
Section 1. Initiation Fee
Section 2. Dues
Section 3. Assessments
Section 1. Standing
Section 2. Special or Temporary
Section 3. Appointment and Structure
IX Corporate Seal
X Amendments or Revisions
XIII Club Facilities
XIV Educational Fund
Throughout this document, any time the masculine or feminine form is used,
it is intended it shall also mean the other and at any time the singular
form is used, it is intended to also mean the plural form and vice versa,
as may be required.
BY-LAWS OF THE OLD PUEBLO LAPIDARY CLUB
ARTICLE I - NAME
The name of the corporation is OLD PUEBLO LAPIDARY CLUB, hereinafter referred
to as the "Club" or "Corporation". The principal office of the corporation
shall be located at Tucson, Pima County, Arizona.
ARTICLE II - PURPOSE
The purpose of the Club shall be the maintenance, development and improvement
of the lapidary and associated arts. To assist the members in the furtherance
of this charge, the Club shall, within the limits of its Facilities and
the availability of volunteer persons qualified to instruct, cause classes/workshops,
in the various aspects of the lapidary and associated arts, to be conducted
at times and places as determined by the membership. It shall also provide
opportunity for the presentation of various lectures on subjects relating
to these arts and shall, through the appropriate committee, plan periodic
field trips for the members.
ARTICLE III - MEMBERSHIP
Section 1. ELIGIBILITY. Any person interested
or engaged in matters relating to the Club's purpose may submit an application
for membership. Upon payment of the initiation fee and dues, as may be
established from time to time, the person will be granted membership.
Section 2. CLASSES OF MEMBERSHIP. There shall
be five (5) classes of membership.
A. Charter Members: Those who were certified
as members prior to November 16, 1970.
B. Life Members: Members who are
eighty (80) years of age or over and have been a member for at least five
(5) years. (Life members will not be required to pay dues.)
C. Senior Members: Eighteen (18)
years of age or over.
D. Junior Members: At least (8) years
but not more than seventeen (17) years of age.
E. Honorary Members: Recommended
by the Board of Directors and approved by the membership. Such membership
shall be limited to a period of one (1) year. They shall have the right
to attend meetings and to speak but not to make motions or to vote.
Section 3. VOTING PRIVILEGE. All members will
have voting privileges with the exception of junior and honorary members.
Section 4. MEMBERSHIP SUSPENSION OR TERMINATION.
A. The Board of Directors is empowered to suspend or terminate
the membership of any member who fails to comply with the provision
of the Articles of Incorporation, the By-Laws or the Rules and Regulations
or who fails to pay the prescribed dues.
B. Any senior member may file written charges with the Secretary
against any other member or members specifying the alleged violations.
The Secretary shall notify all parties as to the date, time and place
at which a hearing will be held by the Board of Directors to receive
and consider the evidence relating to the charges.
C. Any member, whose membership is suspended or terminated,
shall have thirty (30) days from the date of the hearing in which to
appeal the decision of the Board or to present new evidence. If such
appeal is not made within the time permitted, the decision of the Board
shall stand as rendered.
Section 5. MEMBER FINANCIAL OBLIGATOIN FOR DAMAGE
A. All members shall sign a form in each lab they are qualified
to use at the club indicating that they have been trained and/or are
familiar with the use of all of the equipment in that lab and they accept
the following financial obilgation for repair of equipment should it
be damaged through their negligence or misuse: By signing/putting their
name on a specific OPLC lab sheet, the member agrees that they know
how to use all of the equipment in that lab and they accept financial
responsibility for repair and/or replacement of any club equipment should
it be damaged through the members negligence or misuse.
B. Failure to comply with the financial obligation for damage
of equipment may result in club membership suspension or temination.
Section 6. MEMBER LIABILITY WAIVER.
A. All members shall sign and agree to adhere to the liability
waiver form herin when joining the OPLC or renewing their annual membership
in the club each year.
B. Members shall not use any OPLC equipment or facilities until
this form is signed annually.
C. Consent to Treatment/Limitation and Waiver of Liability
I verify/certify that I, ______________________ (insert
member name here) am physically and mentally able to participate in the
lapidary activities at the Old Pueblo Lapidary Club (OPLC) and that I
have been made aware of all hazards which might relate to these activities.
In the event of injury or accident, I hereby authorize the OPLC Monitors,
Directors, Board members and/or other members to obtain and authorize
any emergency medical treatment necessary for me. I acknowledge that lapidary
work is potentially dangerous and in which injuries may occur in the normal
course of pursuit of this hobby and I waive and release the OPLC its employees,
agents, officers, Board members and members from any liability for injuries
(including death) to myself arising from my participation in these activities.
I further agree to assume all costs related to emergency medical treatment
for myself which OPLC its employees, agents, Officers, Board members and
staff may require and I authorize the disclosure of any medical information
to my insurance carrier for the purposes of making claims for reimbursement.
I also agree that all of the above mentioned members are not responsible
for any lost or stolen items (including money, equipment, specimens, gems,
jewelry, metals or other personnel belongings) before, during or after
the lapidary activities at the OPLC facility. In consideration of my lapidary
activities, I do hereby for and on behalf of myself and my heirs and legal
representatives release and forever discharge in the OPLC its employees,
agents, officers, Board members and members and their successors and assigns,
of and from any and all claims and demands of every kind, nature, and
character which I may have or hereafter acquire for any and all damages,
losses or injuries which may be suffered or sustained by me in connection
with my activities from which such remissions is granted and any period
traveling to or from the OPLC events at the Club or any other OPLC facility
or activity associated with OPLC and all such claims are hereby waived
and released and I covenant not to sue therefor.
Members name: ______________________ Members Telephone Number: ______________________
Members Emergency Contact Name: ______________________________ Members
Emergency Contact Number: ________________________________________ Members
signature: ___________________________Date: ______________________
ARTICLE IV - MEETINGS OF MEMBERS
Section 1. RULES OF ORDER.
Where not otherwise clearly established in the Articles of Incorporation
or these By-Laws, the conduct of all meetings or members shall be in accordance
with Roberts Rules of Order, Revised.
Section 2. TIME AND PLACE.
All meetings of the members, unless otherwise stipulated by the President
or the Board of Directors, shall be held in the Clubroom at 3118 North
Dale Avenue, Tucson, Arizona and shall commence at 9:00 a.m.
Section 3. ANNUAL MEETING.
The Annual Meeting of the members shall be held on the second (2nd) Saturday
of December each year. Notice of the meeting and an appropriate proxy
statement (see Article IV, Section 9) shall be mailed to each member at
his or her last known address at least fifteen (15) days prior to the
day of the meeting. Any business appropriate to come before the membership
may be conducted at the Annual Meeting but the minimum agenda shall include:
A. The Treasurer's annual report of the current
financial condition of the Corporation.
B. The Board of Directors' annual report to the
members, presented by the President.
C. Reports of all active Committee Chairmen.
D. Election of Officers and Directors for the
Section 4. REGULAR BUSINESS MEETINGS.
Regular Business Meetings of the members shall be held, without notice,
on the second (2nd) Saturday of each month. A required item on the agenda
for the Regular Business Meeting in January of each year shall be the
submission and approval of the budget for the ensuing year and the installation
of new Officers and Directors.
Section 5. DEMONSTRATIONS / INSTRUCTIVE MEETINGS.
Demonstrative / Instructive Meetings shall be held, as a minimum, except
in June, July, and August, on the second Saturday of each month. No notice
of such meeting shall be required but, in special cases, may be given.
Section 6. LIMITATION ON ACTIONS.
No Club business, of any nature, may be conducted at any meeting other
than the Annual Meeting, a Regular Business Meeting, or a Special Meeting
Section 7. SPECIAL MEETINGS.
Special meetings of the members may be called by the President, the Board
of Directors, or on the written request of five percent (5%) of the members
in good standing. A written notice of the meeting, stating its purpose
shall be mailed to all members in good standing at least five (5) days
in advance of the meeting. No business may be transacted at a special
meeting except that stated in the notice of the meeting.
Section 8. QUORUM.
The presence at any meeting in person, or by proxy, of ten percent (10%)
of the members in good standing shall constitute a quorum for any action
except as may otherwise be required by the Articles of Incorporation or
elsewhere in these By-Laws. If however, such quorum shall not be present
or represented at any meeting, the members in good standing there shall
have the power to adjourn the meeting until a quorum, as aforesaid, shall
be present or represented by proxy. No quorum shall be required at any
demonstrative / instructive meeting as described in Section
5, Article IV.
Section 9. PROXIES.
At any annual, special, or regular business meeting, each member may vote
in person or by proxy.
A. All proxies shall be in writing, dated, signed
and filed with the Secretary no later than one-half (1/2) hour prior to
the stated time of the meeting. A proxy shall be revoked if the member
submitting same is present at the meeting in question.
B. All proxies meant to be tendered at any of
the meetings indicated in (A) above shall be worded substantially as follows:
I, _________________________, a member of the Old Pueblo Lapidary Club
of Tucson, Arizona, cast my vote for those candidates, and / or those
specific items listed below and in my absence, do hereby tender by proxy
to the Board of Directors or ________________ (indicate a specific member,
if so desired) to represent me and to vote as they deem in the best interest
of the Club on any other business which may be considered at the meeting
to be held on ___________ (date). In the event I do not vote my preference
for those candidates and / or those specific items listed below, I also
tender my proxy to the entity indicated above to vote those items as they
deem in the best interest of the Club. (The proxy should list nominated
candidates and / or specific items to be voted and should provide blank
space for write-in candidates.)
ARTICLE V - ADMINISTRATION
Section 1. OFFICERS.
The Officers of the Corporation shall be a President, a Vice President,
a Secretary, and a Treasurer. They shall have been members of the Corporation
in good standing for a period of six months prior to being nominated,
and elected in accordance with the provisions of Article VI of these By-Laws.
They shall hold office for one (1) year or until their successors have
been duly elected and installed.
Section 2. EXECUTIVE RESPONSIBILITY.
The executive responsibility of the Club shall be vested in a Board of
Directors which shall consist of:
A. The elected officers as ex-officio members.
B. Five (5) other members of the Club in good
standing elected in accordance with Article VI of these By-Laws. Two (2)
of the non-officer directors shall be elected each year for terms of two
(2) years and one (1) shall be elected for a term of one (1) year. This
will ensure the carry-over each year of at least two (2) experienced members.
C. The immediate Past President shall be invited
to serve on the Board in an advisory, non-voting capacity.
Section 3. BOARD OF DIRECTORS MEETINGS.
A. REGULAR MEETINGS. Regular meetings of the
Board of Directors shall be held at least quarterly at the Club's meeting
room. The Secretary shall notify the Board members of the date and time
of each meeting at least twenty-four (24) hours prior to the meeting.
B. SPECIAL MEETINGS. Special meetings of the
Board may be called by the President or at the request of at least five
(5) members of the Board. At least twenty-four (24) hours notice of such
special meetings shall be given to each member, or a waiver of notice
secured in lieu thereof.
C. QUORUM. A majority of the number of Directors
shall constitute a quorum of the transaction of business at any duly called
meeting of the Board.
D. ACTION TAKEN WITHOUT A MEETING. The Directors
shall have the right to take any action, in the absence of meeting, which
they could take at a meeting by obtaining the written or verbal approval
of such action from all of the Directors. Any action so approved shall
have the same effect as though taken at a meeting of the Board.
Section 4. VACANCIES.
Any vacancy existing on the Board of Directors or in any office of the
Club, for any reason other than expiration of term of office, shall be
filled for the remainder of the unexpired term by a majority affirmative
vote by the Board of Directors. Any such unexpired term, which is for
more than sixty percent (60%) of a term, shall be considered a full term.
Section 5. REMOVAL
A. Any Officer or Director who ceases to be a
member in good standing shall be considered to have vacated his office
B. Any Officer or Director may be removed, for
a cause by a majority vote of the members, a quorum being present, at
any special meeting of the members called for that purpose. The Secretary,
or another member of the Board, shall provide a written notice to all
members at least fifteen (15) days in advance of the meeting, stating
the purpose of the meeting. The quorum for such a meeting shall be not
less than twenty percent (20%) of the members in good standing.
Section 6. RESIGNATION.
Any Officer or Director may resign his office at any time by providing
notice to the Board of Directors, the President or the Secretary. Such
resignation shall take effect at the time of the receipt, or at any later
time specified therein. Formal acceptance of such resignation shall not
be necessary to make it effective.
Section 7. COMPENSATION.
No Officer or Director shall receive compensation for any service he may
render to the Corporation. He may, however, on approval of the Board of
Directors, be reimbursed for the actual expenses incurred in the performance
of his duties.
Section 8. DUTIES OF THE BOARD OF DIRECTORS.
The Board of Directors shall have the duty to:
A. Exercise, the Corporation, all powers, duties,
and authority vested in the Corporation and not reserved exclusively to
the will of the membership by other provisions of these By-Laws or the
Articles of Incorporation.
B. Prepare and present to the membership for
approval, rules and regulations for the control and conduct of the Club's
affairs, business, and activities, for the use of its property and for
the personal conduct of the members and their guests.
C. Provide for the general supervision, management
and maintenance of the Club's property, business affairs and activities,
ensuring at all times that any and all activity strictly complies with
the laws of Arizona respecting a non-profit organization.
D. Procure and maintain adequate liability and
hazard insurance on property owned by the Club.
E. Ensure that the Club's Treasurer, and any
other member handling Club funds, is properly bonded, as it may deem necessary.
Section 9. DUTIES OF THE OFFICERS.
The duties of the Officers shall be as follows:
A. PRESIDENT. The President shall be the Chief
Executive Officer of the Corporation and, with the approval of the Board
of Directors, shall have general direction of the business and affairs
of the Club. He shall preside at all meetings of the members and of the
Directors. He shall sign and execute, in the name of the Corporation,
all contracts and other documents or instruments authorized by the Board
of Directors, except in those cases where this duty may be expressly delegated
by the Board to some other officer or member.
B. VICE-PRESIDENT. The Vice President shall act
in place and stead of the President, in the event of his absence, inability
or refusal to act, and shall exercise and discharge such other duties
as may be required of him by the Board. He shall serve as Program Committee
C. SECRETARY. The Secretary shall keep or cause
to be kept the minutes of meetings of the members and of the Board of
Directors; shall take count of all members present in person or by proxy
at each business or special meeting to determine if a quorum is present
and shall advise the presiding officer thereof; shall see that all notices,
as necessary, are given in accordance with the provisions of the Articles
of Incorporation and these By-Laws; shall have custody of all books, records,
and papers of the Corporation, except such as shall be in charge of some
other person authorized to have custody and possession thereof; shall
have custody of the seal of the Corporation and shall, as may be required,
affix said seal to all written instruments. The Secretary shall provide
a copy, preferably typewritten, of the minutes of all membership meetings
to the Editor of the bulletin.
D. TREASURER. The Treasurer shall have charge
and custody of, and be responsible for, all funds and securities of the
Club; shall deposit all such funds, in the name of the Club, in such banks
or depositories as shall be selected from time to time by resolution of
the Board of Directors; shall give, a report of the Club's finances at
the January Business Meeting, prior to the installation of officers, and
at other times as requested by the President; shall sign all checks on
the Club's bank accounts and shall ensure that expenditures are made only
for those amounts budgeted or otherwise approved by a responsible officer
or agent of the Club, with the proviso that any non-budgeted expenditure
over five-hundred dollars ($500.00) must first be approved by a majority
of the members present in person or by proxy at a regular or special meeting,
a quorum being present.
ARTICLE VI - NOMINATION AND ELECTION OF OFFICERS
Section 1. NOMINATION.
Nominations for election of Officers and for Directors shall be made by
a Nominating Committee. Nominations may also be made from the floor at
the Annual Meeting or by proxy. Only members in good standing may be nominated.
Section 2. NOMINATING COMMITTEE.
The Nominating Committee shall consist of a Chairman, who shall be a member
of the Board of Directors, and two (2) or more other members in good standing
of the Club. The Nominating Committee shall be appointed by the President,
who shall not be a member, and approved by the Board of Directors at least
one (1) week prior to each Annual Meeting, to serve from the close of
such meeting until the close of the next Annual Meeting. (The Committee,
so appointed, in effect, provides nominations for election one year after
its appointment.) The Committee shall nominate one person for each office
and for each vacancy on the Board of Directors. The Committee's nominations
shall be listed on the proxy statement sent to each member in good standing
along with the notice of the Annual Meeting. Members of the Nominating
Committee shall not be precluded from being nominated.
Section 3. ELECTIONS.
At the appropriate place in the agenda of the Annual Meeting, the President
shall ask the Chairman of the Nominating Committee to read the Committee's
recommendations; the report does not require acceptance. He then shall
ask for any nominations from the floor and shall inquire of the Secretary
as to any nominations submitted by proxy, with such nominations being
treated as nominations from the floor. Those votes cast by proxy shall
be counted as cast and all proxies not indicating a preference, shall
be voted as determined by a majority vote of the Board of Directors or
by the member present who may have been delegated in writing to do so
by the proxy voter. If there are no nominations by proxy or from the floor,
the President shall declare nominations closed and shall ask for a voice
vote to declare those nominated by the Committee elected. If there are
additional nominations from the floor or by proxy, the election of officers
and directors shall be by secret ballot. Each person present shall be
given a ballot and shall cast one (1) vote for each candidate for office
and for each Director's position. The ballots, as collected, shall be
placed in a sealed box and the President shall appoint three (3) tellers,
not nominees, to count them. The tellers shall count the ballots and the
votes cast by proxies, obtaining the proxies from the Secretary. The tally
of all votes shall be given to the President for announcement to those
present. Each nominee, receiving a majority of votes cast shall be declared
Section 4. INSTALLATION.
The persons elected at the Annual Meeting in December shall be installed
and take office at the first business meeting in January of the following
Section 5. TERMS OF OFFICE.
The term of an officer shall be for one (1) year, to run from January
first (1st) through December thirty-first (31st) or until his successor
has been duly elected and installed. The terms of office for Directors
shall be as stated in Article V, Section 2 of these By-Laws.
ARTICLE VII - INITIATION FEE, DUES AND ASSESSMENTS
Section 1. INITIATION FEE.
There shall be an initiation fee of five ($5.00) charged to each prospective
member at the time of application for membership.
Section 2. DUES.
A. The annual dues for members shall be determined
from time to time by a majority vote of the members at any Regular Meeting
or Special Meeting, called for that purpose. Such intent shall be indicated
by a ten (10) day prior written notice sent to all members.
B. The same amount of dues shall be charged to
each senior member. Junior member's dues shall be one-half (1/2) that
of senior members.
C. New membership dues shall be prorated and
determined by the quarter joined. Junior memberships shall not be prorated.
D. Dues shall be payable on January 1st of each
year. If they are not paid by the last day of January, membership shall
be automatically terminated.
Section 3. ASSESSMENTS.
Special assessments, if any, shall be as determined by a majority vote,
a quorum being present, of the members at any Regular Business Meeting
or Special Meeting, called for the purpose. A written notice, stating
the purpose of the meeting, shall be sent to the members in good standing
at least ten (10) days prior to the date of the meeting.
ARTICLE VIII - COMMITTEES
Section 1. STANDING.
The Standing Committees of the Club shall consist of:
1. Advertisement (Acquisition)
2. Audit (Financial)
5. Class Registration
6. Communications (Telephoning)
8. Field Trips
9. Grounds & Buildings
16. Refreshment and Hospitality
18. Workroom Coordinator
The powers and duties of the Standing Committees shall be as set forth
in these By-Laws or as established by the Board of Directors, as the needs
of the Corporation may dictate from time to time.
Section 2. SPECIAL OR TEMPORARY.
Special or temporary committees, as deemed appropriate, may be appointed
from time to time by the Board of Directors to assist it in the carrying
out of its duties.
Section 3. APPOINTMENT AND STRUCTURE.
The chairman of all committees shall be, except as otherwise noted
in these By-Laws or other Board approved Club documents, appointed by
the President, with the approval of the Board. Each committee shall consist
of the chairman and two (2) or more other members which, if desired, may
be appointed by the chairman of the committee.
ARTICLE IX - CORPORATE SEAL.
The Corporation shall have a Corporate Seal as shown at the right of this
ARTICLE X - AMENDMENTS OR REVISIONS.
These By-Laws may be amended or revised, at any Regular Business Meeting
or Special Meeting of the members, by an affirmative vote of one-third
(1/3) of the members in good standing in person or by proxy. The quorum
required for such a meeting shall be not less than fifteen percent (15%)
of the voting members. The By-Law changes shall be presented to the President
for review by the Board of Directors and shall then be provided to all
members in good standing with the written call for the meeting at least
ten (10) days prior to the date of the meeting at which they will be considered.
ARTICLE XI - INDEMNIFICATION.
The Corporation shall indemnify each of its officers, directors and duly
appointed committee members against any expenses incurred by them, including
legal fees or judgment penalties, rendered or levied against them while
acting within the scope of their duties. The Board of Directors shall,
however, determine, in good faith, that such person did not willfully
act, or fail to act, in a manner so as to involve gross negligence or
fraudulent or criminal intent in regard to the matter involved in the
action. This indemnification is intended to create the maximum indemnity
permitted pursuant to Arizona Revised Statutes 10-005, and at the same
may be amended from time to time. The foregoing right of indemnification
shall not be exclusive of other rights to which any such person shall
be entitled as a matter of law.
ARTICLE XII - DISSOLUTION.
If at any time there is a consideration of dissolving the Club, such consideration
should first be thoroughly discussed by the Board of Directors for presentation
to the membership at a Regular or Special Meeting of the membership. Notice
of any such meeting should be given to the membership by personal letter
at least thirty (30) days in advance. Deliberation of this matter shall
be discussed at least three (3) Regular or Special Meetings called for
this purpose. A quorum for such a meeting shall be 50 percent (50%) of
the members in good standing in person or by proxy. An affirmative vote
of at least two-thirds (2/3) of the entire membership in good standing
shall be required to permit such dissolution. Upon dissolution of the
Corporation, all monies, properties, and other assets belonging to it
shall be given to other organizations having like or similar purposes
at the direction of the Board of Directors. Such organizations shall include
those qualifying under Section 501-(CO)-(3) of the Internal Revenue Code.
ARTICLE XIII - CLUB FACILITIES.
The Club facilities and equipment shall be available to the membership
at times when they can be supervised by qualified voluntary persons. Nominal
fees may be charged for the use of such facilities and equipment.
ARTICLE XIV - EDUCATIONAL FUND.
An Educational Fund may be created each year, by action of the Board of
Directors, in an amount to be determined by the Board, no later than March
each year. Such fund may be given to any educational institution (college,
secondary, or elementary) for the purpose of furthering the education
of students in the fields of mineralogy, geology and the lapidary arts.
Equipment may be given in lieu of funds and the need shall be determined
by a committee of the Board of Directors.
Copyright Old Pueblo Lapidary Club Inc., 3118 North Dale Avenue, Tucson, AZ 85712 Phone: (520) 323-9154