PRESENTATION GUILD A Corporation Organized Under the Nonprofit Corporation Law of Ohio
BYLAWS Adopted September 27, 2015
ARTICLE I. NAME.
The name of the corporation is Presentation Guild (hereinafter referred to as the “Guild”).
ARTICLE II. PURPOSE.
The Guild is organized as a nonprofit business league within the meaning of section 501(c)(6) of the Internal Revenue Code of 1986, as amended (the “Code”), or the corresponding provision of any subsequent federal tax law, for the following purposes:
- To promote, support and foster the common interest of presentation creation specialists, professionals who design, produce, and provide support to on and/or off-site implementations of presentations (the “Professionals”).
- To promote the presentation design and production industry as a profession, recognizing the skills and expertise of the Professionals.
- To further education and abilities of these Professionals and their business conditions.
- To engage, in furtherance of the foregoing, in any and all lawful activities for which a corporation may be organized under the Nonprofit Corporation Law of Ohio, except as restricted herein or in the bylaws of the corporation.
Notwithstanding any provision of this Bylaws or any provisions of applicable state law to the contrary, the Guild is not authorized to make any payments or distributions, to engage in regular business of a kind ordinarily carried on for profit or otherwise carry on any activities, which would cause it to fail to qualify, or to continue to qualify, as an organization exempt from federal income tax under section 501(c)(6) of the Code. The net earnings received by this Guild shall not inure, in whole or in part, to the benefit of, or be distributable to, its members, trustees, directors, officers, or any other private individual, except that the Guild’s Board of Directors shall be authorized and empowered to pay reasonable compensation for services rendered, to make payments and distributions in furtherance of its section 501(c)(6) purposes, and to distribute assets upon dissolution in compliance with these Bylaws and all applicable state and federal laws.
The Guild is organized not-for-profit and shall direct all of its activities to the improvement of business conditions of one or more lines of business of the Professionals as distinguished from the performance of particular services for individual persons otherwise performed by the Professionals. The Guild shall not primarily perform any particular services for individual persons even if the business is operated on a cooperative basis or produces only sufficient income to be self-sustaining.
A. No Capital Stock
The Guild is formed to be a membership organization and shall have a meaningful extend of membership support. The Guild is a non-stock corporation and has no authority to issue capital stock.
The Guild’s membership categories, structure, benefits and dues shall be determined from time to time by the Board of Directors. A copy of the current Membership Categories, Structure, Benefits, and Dues policy is attached hereto as Exhibit A.
New members shall submit an application to the Board of Directors. The Board of Directors may from time to time require certain procedures, protocols, or certain specific information from potential members for the application process. The accepted applicant shall become a member in good standing upon payment of dues.
Each member’s term of membership shall expires annually at the end of one year following payment of dues, but may be renewed by payment of dues, fees, and other assessments as directed by the Board of Directors. Annual dues, fees, and/or assessments, if any, and the payment date for same shall be determined by the Board of Directors from time to time.
Members who fail to pay their dues, fees, or assessments, at the time they become due shall be notified by the Treasurer or such other officers as may be designated for such purposes by the Board of Directors. If payment is not made within the next succeeding thirty (30) days, such member may, without further notice, be dropped from membership and thereupon forfeit all rights and privileges of membership. The Board of Directors, by rule, may prescribe procedures for extending the time for payment of dues, fees, or assessments and the continuation of membership privileges.
Membership in the Guild is non-transferable and non-assignable unless special permission is granted by two-third (2/3) vote of the Board of Directors.
Members of the Guild may be censured, suspended, terminated or otherwise sanctioned for cause. Violation of these Bylaws, the Guilds’ policies, or any rules or procedures duly adopted by the Guild, or any other conduct prejudicial to the best interests of the Guild shall be sufficient cause for censure, suspension, termination of membership, or other sanction. The Board of Directors shall have such authority and power as may be necessary to adopt rules and policies relative to sanctions and the procedures to be followed at any disciplinary proceeding. The Board of Directors has no obligation to refund any portion of the membership fees upon termination for cause.
A member may resign from membership and shall not be entitled to any refund of dues or other fees. The resigning member remains obligated to pay any outstanding indebtedness to the Guild. Upon resignation, a resigning member shall have no rights or claims against the Guild.
ARTICLE V. BOARD OF DIRECTORS.
The Board of Directors shall consist of not more than fifteen (15) “Elected Directors” each of whom must be a Guild member in good standing. The Elected Directors shall be elected by a simple majority approval of the membership. Election shall be by ballots furnished to the general membership at the Guild’s annual meeting. Ballots may be furnished in hard copy paper form or may be furnished in digital format as authorized by the Board of Directors. Each director shall serve a three year term, with one-third (1/3) members of the Board being elected annually by simply majority approval of the membership at its regularly held general meeting on or before December 31 of that calendar year.
The Board of Directors shall consist no less than the President, Treasurer, and the Secretary. Additionally, the Board of Directors may appoint no more than two (2) Vice-Presidents, any number of committee chairs, and any other individuals as deemed necessary by the Board to be Honorary Board Members. These Honorary Board Members shall not be entitled to vote, or be counted in meetings for quorum purposes. The terms of each Honorary Board Member shall be at the Board of Director’s direction.
Unless otherwise stated herein, the Board of Directors shall have the highest authority to conduct the affairs of the Guild, which shall at all times be consistent with the Guild’s mission and stated purposes as well as these Bylaws. This authority includes, but is not limited to, the following:
- Elect Officers of the Board, committee chairs, and Honorary Board Members to serve on the Board;
- Approval all committee members and committee formation, dissolution, reports, and proposals for actions;
- Set personnel, fiscal, and program policies, rules, and procedures; and
- Any other lawful activities permitted and in furtherance of the Guild’s mission and purpose.
The Board of Directors may also delegate any of its powers to the President, or any of the officers or directors, and may further allow the further delegation of these powers with the Board’s prior informed consent. The Board of Directors may revoke any delegation of authority by simple (51%) majority vote at any meetings and may remove any director for cause by two-third (2/3) majority vote.
The elected officers of the Guild shall be the following:
The President is the official spokesperson for the Guild and serves as the liaison between the Guild and external entities. Subject to Board approval, the President shall sign, on behalf of the Guild, all contracts, deeds, and other legal documents and instruments.
The Vice-President(s), if any, shall perform the duties of the President during his/her absence. The Vice-President(s) shall perform additional duties as determined and delegated by the President.
The Secretary shall assist the President in daily operations and administrations, and shall keep and maintain the minutes of the Board meetings, prepare and circulate the agenda for the same, and maintain the Bylaws and membership directories. Additional duties may be assigned by the Board or as required by State law. The Secretary may delegate his/her duties and responsibilities as permitted by the Board or by law but shall maintain accountability of the performance of these duties.
The Treasurer shall be responsible for the fiscal papers and records of the Guild, which shall be open to inspection by any member of the Guild. The Treasurer shall file any financial statements as required by law, such as tax returns, and perform any additional duties as set forth by the Board of Directors. The Treasurer may delegate his/her duties and responsibilities as permitted by the Board or by law but shall maintain accountability of the performance of these duties.
Any officers or directors may be removed by the Board of Directors by two-third (2/3) majority vote. Any vacancies may be filled by the Board of Directors by direct appointment to the remainder of the term year(s). Officers shall hold office until their resignation or their successor has been elected or appointed.
C. Liability and Responsibility.
A Board member shall not be financially interested in any event or program made by the Board of Directors or in any event or program they make in their capacity as a Board member. In the event such conflict of interest occurs, the Board members shall notify the Board and declare all relevant facts of the conflict of interest. If necessary, the Board of Directors may remove the Board member for irreconcilable conflicts of interests. The Board will also adopt Conflict of Interest policies from time to time to ensure the mission integrity of the Guild. A copy of the current Conflict of Interest Policy is attached hereto as Exhibit B.
The Guild shall indemnify and hold harmless each member of the Board of Directors from any against costs, charges, or expenses arising from the execution of their duties, except such costs, charges, or expenses caused by their own willful act of default.
No action of any Guild members, committee, employee, director, or officer shall be binding upon, or constitute as an expression of, the policy of the Guild until it has been approved or ratified by the Board of Directors.
Unless specifically indicated, all general Guild matters may be approved by the Board of Directors without the full membership body approval. If the Board of Directors is dead-locked, the President shall, with a ten (10) day prior written notice, call a special meeting of the full membership body to resolve the dead-lock.
The President, Vice President(s), Secretary, Treasurer and one other Directors elected by the Board of Directors, shall constitute the Executive Committee. The Executive Committee shall have the power to act for the Board of Directors and the Guild between meetings of the Board, to conduct business and administrative affairs as are deemed necessary and to address legal and personnel concerns that require confidential decision making. The Executive Committee cannot amend policies, documents of governance or board actions. The President shall serve as the Chair of the Executive Committee. Action of the Executive Committee shall be reported to the Board at its next meeting or by mail or email.
ARTICLE VI. FINANCES.
The fiscal year of the Guild shall be from January 1 through December 31. Any person entrusted with the handling of funds or payments of the Guild, at the discretion of the Board of Directors, shall obtain and maintain a fidelity bond at the cost of the Guild. If there is a liquidation, dissolution or winding up of the affairs of the Guild, whether voluntary, involuntary or by operation of law, the Board of Directors shall, except as may be otherwise provided by applicable law, distribute all of the assets of the corporation in such manner as the Board of Directors may determine in furtherance of the objectives and purposes set forth in Article II & III of these Bylaws. Disbursement shall be by check or other generally accepted means. All cash disbursement shall be accompanied with adequate documentation for record keeping purposes. All check disbursement in the amount exceeding $2,500 shall require the signature of both the President and the Treasurer.
B. Budget, Income and Audits.
In advance of the next fiscal year, the Treasurer and the President shall propose and the Board of Directors shall adopt an annual operating budget covering all activities of the Guild. Upon approval of the budget, the President and the Treasurer are authorized to make the disbursements on accounts and expenses provided for in the budget without additional approval from the Board of Directors. In addition, the President may also disburse no more than $2,499 during each fiscal year at his/her discretion for items not included on the budget, subject to Board of Director ratification within one year of such expenditure. The Board of Directors is also authorized to approve ad hoc budget items anytime during the fiscal year.
The primary income for the Guild will come from its membership supports. The Guild may accept, at any time, any use contributions or gifts to it by any person, firm or organization for any lawful purpose. All monies paid to the Guild shall be placed in the general operating fund unless otherwise specified. Any money unused from the current year’s budget shall be placed in a reserve fund.
At the discretion of and on schedule determined by the Board of Directors, the accounts of the Guild shall be audited in accordance with commonly accepted auditing standards.
ARTICLE VII. MEETINGS.
In compliance with State law, there shall be at least one annual meeting of the full membership body. This meeting shall be held at a time and in a place set by the Board of Directors. Notice of the meeting will be sent by regular mail or electronic mail to each member at least thirty (30) days before the meeting. The lesser of 10% or 30 members shall constitute a quorum. Special meetings of the Guild may be called at any time by the President or by the greater of 10% of the membership body. Notice of the meeting shall be sent by regular mail or electronic mail to each member at least ten (10) days before the meeting. The lesser of 10% or 30 members shall constitute a quorum.
The Board of Directors and the Executive Committee shall meet at regular intervals on a schedule determined by the Board of Directors from time to time. Notice of such meetings shall be sent at least ten (10) days in advance. Majority (51%) in attendance shall constitute a quorum.
All meetings of the Guild, including general membership meetings and Board of Director meetings, may be conducted at any location as determined by the Board of Directors from time to time. The current general membership meeting protocols is attached hereto as Exhibit C. Guild members and Board of Director members may attend meetings, without physically being present at the meeting sites, by electronic communication equipment including, but not limited to, telephone or other Internet based conferencing options. However, no meeting shall be conducted by mail and no member or director may attend a meeting by proxy unless specifically approved by the Board. All proxy voting shall be approved in advance in accordance with the Proxy Policy adopted by the Board of Directors from time to time, a copy of which is attached hereto as Exhibit D. The Board of Directors may adopt resolutions or take actions without a meeting by the affirmative vote or approval of, and in a writing or writings signed by, all of the directors who would be entitled to notice of a meeting for that purpose. The Guild’s membership may take actions or adopt resolutions without a meeting pursuant to Ohio Revised Code 1702.25.
The current edition of Robert’s Rules of Order, Revised, shall be the final source of authority in all questions of parliamentary procedure when such rules are not inconsistent with the law or these Bylaws.
ARTICLE VIII. AMENDMENTS.
This Bylaws, or any portions thereof, may be adopted, amended, altered or repealed by a majority vote of the active members present at a meeting of members or by resolution adopted by the Board of Directors by the affirmative vote of Directors constituting not less than two-third of the total number of Directors at the time of such vote.
ARTICLE IX. CHAPTERS AND AFFILIATES.
In accordance with such rules and regulations as may be adopted by the Board of Directors, the Board may charter groups of members to be chapters of the Guild upon application of such members. Such chapter shall have rights, responsibilities, conditions, policies, and privileges as may be determined by the Board of Directors. The Board may revoke or modify charters in accordance with such rules and regulations as the Board may adopt from time to time.
The Board may also create such ancillary and affiliate organizations, associations and foundations as it deems appropriate or necessary.
EXHIBIT A. MEMBERSHIP CATEGORIES, STRUCTURE, BENEFITS, AND DUES
Membership to the Presentation Guild is self-selected: each new member can decide to become a Professional, Associate, or Student member and pay the corresponding dues:
- Professional, $99/year
For those who earn income as presentation creation or support professionals.
- Associate, $69/year
For those who are just getting started in the industry or for whom presentation creation and support is not a primary job requirement. (self-identify)
- Student, to be determined based on group or institution determined on an ad hoc basis.
In addition to individual members, the Presentation Guild shall accept the following corporate level memberships. Their respective benefits and requirements are determined by the Board of Directors from time to time.
- Corporate Platinum– $10,000
- Corporate Gold – $7,500
- Corporate Silver – $5,000
- Corporate Bronze – $2,500
EXHIBIT B. CONFLICT OF INTEREST POLICY
Article I: Purpose
The Presentation Guild (the “Guild”) is a not-for-profit corporation organized and existing under the laws of the State of Ohio for the purposes of conducting operations and activities as an organization eligible for tax-exempt status under Section 501(c)(6) of the Internal Revenue Code. The purpose of this conflict of interest policy is to protect the interest of the Guild when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Guild. This policy is intended to supplement but not replace applicable state or federal laws governing conflict of interest applicable to nonprofit organizations.
Article II: Definition
An “interested person” shall mean any director, principal officer, or member of a committee with powers delegated by the Guild’s Board of Directors, who has a direct or indirect financial interest, as defined below.
A person has a “financial interest” if the person has, directly or indirectly, through business investment, family, or other close personal relationship:
- an ownership or investment interest in any entity with which the Guild has a transaction or arrangement;
- a compensation arrangement with the Guild or with any entity or individual with which the Guild has a transaction or arrangement; or
- a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Guild is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the Board decides that a conflict of interest exists.
Article III: Procedures
Section 1. Duty to Disclose.
In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts as to the relationship or interest and as to the transaction or contract to the Board of Directors and/or members of committees with Board delegated powers considering the proposed transaction or arrangement.
Section 2. Determination Whether a Conflict Exist.
After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the Board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The interested person may be included in the determining the presence of a quorum at a meeting.
Section 3. Procedures for Addressing the Conflict.
An interested person may make a presentation at the Board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
The presiding officer of the Board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternative to the proposed transaction or arrangement. After exercising due diligence, the Board or committee shall determine whether the Guild can obtain with reasonable effort a more advantageous transaction or arrangement from another that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement is not reasonably possible, the Board shall determine by a majority vote of the disinterested Board members to approve or deny the arrangement or transaction with the interested person.
Loans to any officer, volunteer, member, or director of the Guild are expressly prohibited.
Section 4. Violations of the Conflict of Interest Policy.
If the Board or committee has reasonable case to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. If after hearing the response and after making further investigation as warranted by the circumstances, the Board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Section 5. Records of Proceedings.
The Board or committee conducting the inquiry and determination of the possible conflicts of interest shall keep accurate minutes of all meetings and records of all documents submitted during this inquiry and determination.
Section 6. Periodic Reviews.
To ensure the Guild operates in a manner consistent with its nonprofit 501(c)(6) purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted by the Board of Directors. The periodic reviews shall, at the minimum, include the determination of whether compensation arrangements and benefits are reasonable and the result of arm’s length bargaining, and whether partnerships, joint ventures, and arrangements, with other organizations conform to the Guild’s policies, are properly recorded, reflect reasonable investment or payment for goods and services, further legitimate purposes, and do not result in inurement or impermissible private benefit.
EXHIBIT C: GENERAL MEMBERSHIP PROTOCOL
The Presentation Guild’s Annual General Membership Meeting (the “Membership Meeting”) may be held as a live meeting as required by Ohio law enabled by technological components including, but are not limited to the following:
- Conference calling
- Vote polling if and only if accompanied by live participation where members are given the opportunity to ask questions
- Google Hangout, or
- Any other appropriate means, methods, or combinations thereof with a “live” component.
EXHIBIT: PROXY VOTING POLICY
The Presentation Guild does not permit proxy voting for its general membership meetings or for its Board of Directors meetings at this time.