Articles of Association

Artisans of Houston

ARTICLE 1: DEFINITIONS & PURPOSE

1. The name of this organization shall be Artisans of Houston, referred to here-in as “AoH” or “the Association”.

2. The primary area served will be the greater Houston area in the state of Texas.

3. AoH is an association of persons for the purpose of promoting handmade goods and the artisans who make them in the Houston area. These persons include, but are not limited to, artisans, prospective artisans, and people involved with promoting handmade goods. AoH consists of Officers and Members, and may form committees as needed to conduct club business.

4. AoH is primarily a trade organization, and provides resources and networking to members. Additionally AoH organizes and puts on one or more yearly arts and crafts shows with member and non-member vendors, open to the public. Artisans of Houston operates in a not-for-profit manner.

5. In furtherance of these purposes, AoH shall provide an informational and social environment for member artisans. There shall be at least 6 meetings per year, to be announced via internet and generally held on the third Tuesday of the month. Additionally AoH shall maintain a website, blog, or social networking site where information can be shared between members.

6. AoH shall have any and all powers granted to it by the Texas Uniform Unincorporated Nonprofit Association Act of 1995 and all other statutes and other laws of the State of Texas applicable to unincorporated nonprofit associations.

ARTICLE 2: MEMBERSHIP & VOTING

1. Membership to AoH is open to any person in the Houston area with an interest in handmade artisanship, regardless of age, gender, race, creed, national origin, or political convictions.

a. Members must be 18 years or older.

b. Officers have the right to refuse any membership or to expel an existing member for reasonable cause. Anyone so refused is entitled to written explanation of the reasons for the refusal or termination. The judgement may be appealed within 10 days; otherwise, the termination will be final.

2. Members will pay annual dues to the club, at a fee rate voted on by members. Each paid membership allows one vote per member.

a. Annual dues shall be collected in September.

b. Dues shall be assessed from new members upon joining AoH, and thereafter not more than once per calendar year.

c. Dues structures shall not be changed more than once per calendar year.

d. Rebates of membership fees may be obtained on a pro-rated basis following receipt of a formal written letter of intent to withdraw and return of all membership materials.

3. Members are welcome at all meetings to provide their viewpoints and insight. Members are welcome at all Executive Committee meetings, and can provide input but hold non-voting positions at this level.

4. Members shall be invited to assist Officers with duties necessary to the club operation, or serve on committees, or volunteer time for special projects.

5. Members have the following responsibilities and duties:

a. To uphold the principles and policies of AoH, as set forth in these bylaws.

b. To conduct oneself in a dignified and courteous manner whenever representing AoH or attending any AoH event.

c. To attend at least two AoH meetings or events per year.

d. To maintain a current membership by paying on or in advance of the renewal date of membership.

6. Members have the following rights:

a. To receive discounts on AoH show booth fees.

b. To attend and participate in all Member, Officer, and Committee meetings and AoH events.

c. To provide one vote per paid member on issues presented to the membership at large for a vote.

d. To be included in all AoH mailings and communications.

e. To join in a petition to remove an officer or member.

f. To request to hold a position as an Officer or committee member.

g. To provide recommendations, commentary and other input regarding the operations of AoH or its current projects.

7. Unless otherwise defined, issues put to the membership for vote are approved by a simple majority of the vote holding members present at any general business meeting. A quorum for such votes is defined as any meeting at which there are at least 5 voting members in good standing in attendance.

8. Members of the Association are not personally liable for the debts, liabilities, and other obligations of the Association as provided for by Texas Statute. Further, Members of the Association shall not be personally liable for any tortious act or omission, or breach of contract of the Association. Members are protected from personal liability to the full extent of Texas Statute. (Including, but not restricted to, The Texas Uniform Unincorporated Nonprofit Association Act of 1995.)

ARTICLE 3: OFFICERS

1. Artisans of Houston shall be managed by the Officers who will oversee and direct the ongoing functions of the organization. The officers as a group constitute the Executive Committee.

2. Selection and term: Each new officer shall be approved by the majority vote of the current officers. After approval, the officer will assume the position pro tem until the approval can be ratified by a majority of the voting membership. An Officer will serve until such time as she resigns or is removed by the membership.

3. Criteria for selection: Each officer will meet the following criteria:

a. Be a member in good standing of AoH.

b. Be at least 21 years of age.

c. Be an active member at least 3 months prior to assuming office.

d. Have been approved by the Officers and accepted by the general membership at large.

f. Be devoid of any conflict of interest which might hinder or negate the ability to function as an officer.

g. Have access to the internet and electronic mail.

4. The functions and duties of officers will be as follows. Any officer can be designated to perform those functions of the Facilitator in his/her absence or inability to perform the duties of the position:

a. Facilitator

· Acts as Chief Executive Officer of the Organization

· Has the authority to call meetings

· Presides over all Executive Committee and member meetings

· Sets the agenda for meetings

b. Secretary

· Maintains a record of attendance, decisions, activities, and/or votes made at meetings. This record will be made available for publication or to any member upon request.

· Maintains listings of members and online memberships

· Organizes and keeps track of AoH resources and property such as logos and group information

c. Treasurer

· Maintains a financial record of all financial transactions

· Receives and deposits monies in the AoH designated financial institution

· Disburses AoH funds in accordance with direction of the officers.

· Publishes a financial report no less than once per year

5. An Executive Committee quorum shall consist of at least 3 officers, one of which must be the Facilitator.

6. The number of Officers and their duties may be changed at any time by amending these Articles with the required vote of the membership in attendance at a general meeting.

7. Officers of the Association are not personally liable for the debts, liabilities, and other obligations of the Association as provided for by Texas Statute. Further, Officers of the Association shall not be personally liable for any tortious act or omission, or breach of contract merely because they are authorized to participate in the management of the affairs of the Association. Directors are protected from personal liability to the full extent of Texas Statute. (Including, but not restricted to, The Texas Uniform Unincorporated Nonprofit Association Act of 1995.)

8. The Executive Committee is authorized to enter into and/or execute contracts for AoH in the name of the Association. Such contracts and agreements must bear the signature of the President and the Secretary in order to make such contracts or agreements binding upon AoH. Notwithstanding this proviso, neither the Executive Committee, nor its individual office holders may enter into any contract, pledge its credit, or cause the Association to be committed to any financial liability beyond the Association's ability to honor such obligations.

ARTICLE 4: MEETINGS AND EVENTS

1. General Meetings for Members

a. Shall be held no less than 6 times per year

b. Shall be open to all members and their guests

c. Shall follow an agenda.

d. Shall be held at a place and time designated by officers, generally the third Tuesday of the month.

2. Executive Committee Meetings

a. Shall be held on an as-needed basis whenever there is more business than may be covered in a general meeting schedule or whenever called by the Facilitator.

b. Shall be open to all members in good standing, but without voting privileges.

c. Shall follow an agenda.

d. Shall be held at a place and time designated by the Facilitator.

3. Committee Meetings

a. Shall be held on an as-needed basis.

b. Shall be presided over by the chair of that committee or a designate.

c. Shall make a report to officers.

4. Shows

a. Shall be open to all members at a reduced vendor rate, and to non-members at a regular vendor rate.

b. Shall be subject to member discussion and votes on any aspect.

c. Shall carry event insurance in the name of Artisans of Houston.

ARTICLE 5: BUDGET AND TREASURY

AoH shall operate as a non-profit organization.
Membership dues and donations shall be designated for operating and promotional expenses.
The Fiscal Year for the Association shall be January 1st through December 31st of each year.
The Association is required to maintain in good standing, a secure, federally insured account in a Financial Institution that provides such services.
Any Member or Officer, under the direction of the Executive Committee, is to be reimbursed for all approved legitimate expenses incurred in the name of AoH.
All expenses require approval from the Treasurer prior to incurring the expense. All reimbursement requests must be submitted with a receipt for the expense incurred.
The Treasurer will notify immediately any Member submitting a check that is returned or denied payment for any reason. The Treasurer is empowered to collect, on behalf of the Association, a fifteen dollar ($15) charge, in addition to any financial institution charge, for each check returned to AoH due to insufficient funds.

ARTICLE 6: SUPPLEMENTAL RULES, POWERS TO AMEND, AND ORDER OF BUSINESS

Section 1. Rules and regulations to supplement these Articles shall be devised as needed for the purpose of clarity and uniformity. Additions, deletions or changes may be made to said rules and regulations at any Executive Committee Meeting, after a simple majority vote of those Officers in attendance where a quorum is present. Rules and Regulations as allowed for in this proviso shall not conflict with, change the meaning of, or otherwise violate the spirit and letter of the Articles of Association. In all questions of authority, these Articles shall take precedence over any rules or regulations so enacted.

Section 2. Rules and regulations as provided for herein will be in the form of announcements issued by the AoH Secretary. These rules and regulations will be considered to be in force immediately upon receipt of said announcement.

Section 3. It is the responsibility of all Association Members and Executive Committee Members to read and understand any announcement issued by the AoH.

Section 4. The Executive Committee is given full power to make, alter, or amend any part of the Articles of Association at any Executive Committee Meeting, after unanimous vote of those Officers in attendance where a quorum is present. This power may be exercised without prior notice to the Association. The Executive Committee may also effect this section by mail or e-mail, if circumstances so warrant. Such changes to the Articles are effective immediately, but are subject to repeal at the next scheduled meeting of the Association by two-thirds (2/3) vote of the general assemblage where a quorum is present. Any proposed change to these Articles not enacted under this provision may be  brought before the membership for vote and will be considered passed by a three-fourths affirmative vote of the general assemblage where a quorum is present.

Section 5. These Articles shall be reviewed annually by the Secretary. She shall then submit a report of her findings to the Executive Committee, who may enact, as provided for in Section 4, or dismiss such changes as the Secretary recommends.

Section 6. If any provision of these Articles is found to be invalid or unenforceable, for whatever reason, the remainder of the Articles shall still be effective.

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Signature of Officer

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Signature of Officer