Guild Bylaws

Following are the Bylaws of the Heard Museum Guild as amended by action of the Guild membership on September 18, 2024.

ARTICLE I: ORGNIZATIONAL NAME

The name of this organization shall be THE HEARD MUSEUM GUILD (“Guild”). The Guild is established and maintained within the corporate structure of the Heard Museum, an Arizona nonprofit corporation (the “Museum”), pursuant to Article VIII and other applicable provisions of the Bylaws of the Heard Museum, last adopted April 11, 2013.

ARTICLE II: AUTHORITY

These Guild Bylaws are created pursuant to and in accordance with Article VIII of the Museum Bylaws which states: “The Guild may adopt its own bylaws and operating procedures, elect its own officers and representatives (“Guild Officers”) and establish its own agenda in consultation with the Board Chair and the Director, subject to any rules or policies adopted by the Board from time to time. Any action taken by the Guild or Guild Officers which is legally binding on the Museum shall be subject to the Authorizations Policy.” In the event of any inconsistency between these Guild Bylaws and the Museum Bylaws, the Museum Bylaws shall govern.

ARTICLE III: PURPOSE

The purpose of the Heard Museum Guild shall be to further public interest in the Heard Museum and to support and aid the work of the Heard Museum Board of Trustees and the Staff of the Museum.

ARTICLE IV: HEARD MUSEUM GUILD MEMBERSHIP

SECTION 1. Membership in the Heard Museum shall be a prerequisite to membership in the Heard Museum Guild.

SECTION 2. With the exception of Heard Museum staff members who may not be Guild members, but who may serve on Guild committees, only current members of the Guild are eligible to serve as Guild Board members, officers, committee chairs, and committee members.

SECTION 3. There are four classes of membership:

  • Individual members are those whose dues to the Museum and the Guild are current, who shall have a vote and be eligible to hold a Guild office.
  • Life members are those who have paid the lifetime Guild membership fee. Life members shall not pay annual dues to the Guild, but shall have a vote
    and be eligible to hold a Guild office.
  • Honorary members are those on whom lifetime membership may be conferred by the Guild Board of Directors in recognition of distinguished
    service to the Guild. Honorary members shall not pay annual dues to the Guild, but shall have a vote and are eligible to hold a Guild office.
  • Complimentary members are those on whom complimentary Guild membership has been conferred for a one-year period by the Guild Board of
    Directors. Complimentary members shall not pay dues to the Guild, and may neither vote nor hold a Guild office.

ARTICLE V: ANNUAL DUES

SECTION 1. The amount of annual membership dues shall be recommended by the Guild Board of Directors and must be approved by a majority vote at a regularly scheduled Guild general membership meeting.

SECTION 2. Annual dues shall be payable on or before June 1. If dues are not received by August 31, the member’s name will be removed from the membership list.

SECTION 3: A member joining the Guild after March 1 shall be considered as having paid dues for the ensuing year.

SECTION 4: Guild annual membership dues are waived for American Indians who hold Heard Museum membership status.

ARTICLE VI: GUILD YEAR

SECTION 1. The Guild year, other than for purposes described below in Sections 2 and 3, is June 1 through May 31.

SECTION 2. The Guild year for recording volunteer hours is April 1 through March 31.

SECTION 3. To mirror the Heard Museum’s fiscal year, the Guild’s fiscal year for financial accounting and budgeting is October 1 through September 30.

ARTICLE VII: GENERAL MEMBERSHIP MEETINGS

SECTION 1. Regular meetings of the Guild membership shall be held on the third Wednesday of each month, September through April, excepting December, unless otherwise requested by the Guild Board of Directors.

SECTION 2. A majority of the members present and voting shall constitute a quorum at any meeting of the Guild membership.

SECTION 3. The Annual Meeting of Guild membership shall be held at a date to be determined by the Guild President for the primary purpose of installing newly-elected officers.

ARTICLE VIII: GUILD ELECTED OFFICERS, TERMS OF OFFICE AND DUTIES

SECTION 1 (Elected Officers). The elected officers of the Heard Museum Guild shall be:

  • President
  • Vice President
  • Secretary
  • Treasurer
  • Nominating Committee Chair

SECTION 2 (Terms of Office). (a) The Guild officers shall be elected at the April meeting of the Guild to serve for one year, and no officer may exceed two consecutive
one-year terms unless the Guild Board of Directors passes a resolution authorizing the officer to stand for re-election.

(b) The term of office of the President, Vice President, Secretary, and Nominating Committee Chair shall begin when they are installed at the Guild annual meeting. The term of office of the Treasurer shall begin on October 1 to coincide with the Guild’s fiscal year.

(c) To coincide with the Heard Museum and the Guild’s fiscal years, the term of office of the Treasurer shall begin on October 1. Regardless of formal installation date, however, the incoming Treasurer shall assemble the budget for the next fiscal year.

SECTION 3 (Duties). The duties of the officers shall be such as usually pertain to their respective offices, duties assigned to them by the Board of Directors and as identified in their respective job descriptions, including:

  • The President shall preside at all meetings of the Guild, its Board of Directors, and its Executive Committee; shall serve as voting, ex-officio member of the Board of Trustees of the Museum in accordance with Article I, Section 5 of the Museum Bylaws; shall be an ex-officio member of all Guild committees except the Nominating Committee; and shall appoint all Coordinators, Directors, and committee chairs.
  • The Vice President shall assist the President and fulfill such duties as may be assigned by the President or the Board of Directors. The Vice President shall preside in the absence of the President.
  • The Secretary shall keep the minutes of all meetings of the Guild, the Board of Directors, and the Executive and Finance Committees, shall conduct the official correspondence of the Guild, and shall ensure that the records of the Guild are transferred to the Museum Library and Archives for permanent retention.
  • The Treasurer shall receive and deposit all funds of the Guild and disburse payments. The Treasurer shall make a report to the Board of Directors and to the Guild at each general membership meeting; the report shall be filed with the minutes of the meeting. The Treasurer shall be chair of the Finance Committee and shall prepare a budget for approval in September by the Finance Committee and the Board of Directors to be presented to the Guild for ratification at its September meeting. The Treasurer shall have records available for the Museum audit.
  • The Nominating Committee Chair shall head the committee that compiles and recommends the slate of Guild officer candidates for the coming year.

ARTICLE IX: GUILD BOARD OF DIRECTORS

SECTION 1. The Guild Board of Directors shall be composed of the Section VIII elected officers. In addition, the Guild President may appoint any or all of the following Board members:

  • a Parliamentarian,
  • a Museum Services Coordinator,
  • an Education Programs Coordinator,
  • a Las Guias Coordinator,
  • a Social Programs Coordinator,
  • a Youth Art Coordinator,
  • a Membership Services Coordinator, and
  • up to four At-large Directors.

SECTION 2. With the exception of the non-voting Parliamentarian, all Guild Board members, elected and appointed, are entitled to a vote on the Guild Board.

SECTION 3. The Board of Directors shall direct the business of the Guild and be responsible for Guild property.

SECTION 4 (Meetings). Unless otherwise requested by the Guild President, regular meetings of the Guild Board of Directors, which are open to Guild members, shall be held on the second Wednesday of each month, September through April. In addition, the Board may meet at the call of the President or any two Board members.

SECTION 5. A majority of voting Board members then holding office shall constitute a quorum.

SECTION 6. The duties of the Non-elected Board members shall be as assigned to them by the Board of Directors and as outlined in their respective job descriptions:

  • Coordinators are the liaison between the Board of Directors and the committee chairs under their respective jurisdictions. A Coordinator may also serve as the chair of a committee in the same or another jurisdiction.
  • The At-large Directors shall have such titles and perform such duties as are defined by the Board of Directors in their respective job descriptions.
  • The Parliamentarian shall serve in an advisory capacity as a non-voting member of the Board, and as an ex officio member of the Executive Committee.

SECTION 7. Vacancies on the Board

  • If the Guild Vice President cannot serve as President, a new Vice President shall be chosen by the Board from the current Board of Directors.
  • If vacancies occur for any other elected Guild Board positions, the Board of Directors shall fill the vacancy from a slate of candidates submitted by the Nominating Committee.
  • If vacancies occur for any of the appointed Board members, the Guild President shall make a new appointment.

ARTICLE X: GUILD BOARD COMMITTEES

SECTION 1. Executive Committee

  • The Executive Committee shall consist of the President, Vice President, Secretary, and Treasurer.
  • The Executive Committee, convened by the Guild President or at the request of two or more Executive Committee members, shall conduct business when the Board of Directors cannot be convened.
  • Before taking any action which the Executive Committee knows or reasonably believes (a) would be controversial because the decision was not considered by the full Board and/or (b) might adversely affect the standing or reputation of the Guild, the Executive Committee should determine whether there is an emergency or other circumstance requiring such action to be taken by the Executive Committee rather than by the full Guild Board, and shall report such findings in the meeting minutes regarding any such action.

SECTION 2. Finance Committee

  • The Finance Committee consists of the President, the Vice President, Secretary, and Treasurer.
  • The Finance Committee, which meets at the request of the Treasurer, reviews and adopts an annual budget for presentation to the Guild Board of Directors for approval in September.

SECTION 3. Nominating Committee

  • The Nominating Committee consists of five members of the Guild: the elected Chair and four members appointed by the Chair.
  • The Chair will have served on the Nominating Committee the previous year, and the other members shall have a wide range of experience in Guild activities.
  • Nominating Committee members may serve a maximum of two years at a time.
  • No current Executive Committee member may serve as a member, but may be invited to attend the first yearly meeting of the Nominating Committee to offer non-binding suggestions and ideas.
  • To be eligible for Nominating Committee consideration for Vice President, the nominee shall have served a minimum of one year as a member of the Guild
    Board of Directors.
  • To be eligible for Nominating Committee consideration for Treasurer, the nominee will have been vetted by the Museum Chief Financial Officer to ensure that the candidate has an appropriate background for working with Museum financial procedures and processes.
  • All Nominating Committee candidates for any office who will have the authority to sign checks and enter into contracts will have been investigated using Museum procedures prior to being placed on the slate of recommended candidates.
  • At the Guild Board’s February meeting, the Nominating Committee shall present its slate of proposed candidates for the offices of Guild President, Vice President, Secretary, Treasurer, and Nominating Committee Chair.
  • The Nominating Committee shall publish the recommended slate of candidates to the Guild membership in a manner approved by the Board of Directors.
  • The Nominating Committee will announce its slate of candidates at the March Guild membership meeting.
  • Additional nominations may be made from the floor at the Guild March meeting provided prior consent of the nominee(s) has been obtained.
  • Any such additional nominee, prior to election at the April Guild meeting, must have met any requirements as previously identified in this Article.
  • If there is more than one nominee for an office, election shall be by secret ballot and a majority vote of members present shall elect.

SECTION 4. Standing and Special Committees

  • Standing Committees shall function as named and outlined in the Guild Committee Job Descriptions as adopted by the individual Coordinators and/or the Board of Directors.
  • Special Committees may be appointed by the President with the approval of the Board of Directors. Authority and term limits shall be designated by the President.

ARTICLE XI: CODE OF ETHICS
The Guild Code of Ethics shall be the guide for conduct of all Guild members’ volunteer activity.

ARTICLE XII: PARLIAMENTARY AUTHORITY

Consistent with these Guild Bylaws, the rules contained in Robert’s Rules of Order Newly Revised (12th edition, September 2020) shall govern the Heard Museum Guild in all cases to which they are applicable and consistent with these Bylaws.

ARTICLE XIII: AMENDMENTS

  • Substantive amendments to these Bylaws shall be submitted in writing to the Guild Board of Directors for approval and then published to the Guild membership in a manner approved by the Guild Board.
  • Proposed Guild Bylaws amendments shall be approved by a majority vote at a regular monthly Guild meeting.

 

 

Rev. September 18, 2024