SJCGA Bylaws

BYLAWS OF

San Joaquin Clay and Glass Association

A California Nonprofit Public Benefit Corporation

Adopted: July 13, 2026

Last Amended: July 13, 2026

ARTICLE I — NAME AND PRINCIPAL OFFICE

Section 1.1 — Name

The name of this corporation is San Joaquin Clay and Glass Association, also known as SJCGA (the "Corporation").

Section 1.2 — Principal Office

The principal office of the Corporation is located in the County of Fresno, State of California. The Board of Directors (the "Board") may change the principal office location by resolution.

Section 1.3 — Other Offices

The Corporation may also have offices at other places within or outside California as the Board may from time to time designate.

ARTICLE II — PURPOSES AND LIMITATIONS

Section 2.1 — General Purposes

This Corporation is organized and operated exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, specifically to support and promote the fine crafts of clay and glass in the San Joaquin Valley.

Section 2.2 — Specific Purposes

The specific purposes of the Corporation are: to bring together artists, collectors, and enthusiasts through exhibitions, workshops, and community programs that celebrate creativity and craftsmanship in clay and glass arts; to provide educational opportunities in ceramic and glass arts to the public; to preserve and advance fine craft traditions in the San Joaquin Valley; and to support working artists through recognition, exhibition, and community engagement.

Section 2.3 — Limitations

Notwithstanding any other provision of these bylaws, the Corporation shall not carry on any activities not permitted to be carried on by:

(a) a corporation exempt from federal income tax under IRC Section 501(c)(3); or

(b) a corporation to which contributions are deductible under IRC Sections 170, 2055, or 2522.

Section 2.4 — Prohibition on Private Inurement

No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its directors, officers, or other private persons, except that the Corporation is authorized to pay reasonable compensation for services rendered.

Section 2.5 — Political Activity

The Corporation shall not participate in, or intervene in (including publishing or distributing statements), any political campaign on behalf of or in opposition to any candidate for public office. The Corporation shall not attempt to influence legislation except to an insubstantial degree.

ARTICLE III — MEMBERSHIP

Section 3.1 — Classes of Membership

The Corporation shall have two classes of members:

(a) Artist Members: Individuals who work in clay, glass, or related fine craft disciplines and who have met the showing and selling criteria set forth in Section 3.7 of these bylaws.

(b) Community Members: Individuals who are interested in the mission of the Corporation but who do not necessarily work in the arts. Community Members enjoy all membership benefits except the right to sell or exhibit work at Corporation events without first satisfying the criteria in Section 3.7.

Section 3.2 — Residency Requirement

All new members must reside in the State of California at the time of application. Members who are in good standing and subsequently relocate outside of California may retain their membership and all associated rights and privileges on a grandfathered basis, provided they remain current on dues and continue to meet all other membership requirements. No new memberships shall be granted to individuals residing outside of California.

Section 3.3 — Active Membership and Good Standing

A member is considered active and in good standing upon payment of current annual dues. A member whose dues are more than 30 days past due shall be considered inactive and shall not be entitled to voting rights or showing and selling privileges until dues are paid current.

Section 3.4 — Dues

Annual membership dues shall be set by the Board of Directors on an annual basis and may be adjusted at any time by Board resolution. Dues shall be paid through the Corporation's website and are valid for one (1) year from the date of enrollment. Members may elect to have their membership renewed automatically on an annual basis. No refunds of dues shall be made except at the discretion of the Board.

Section 3.5 — New Member Application

Any individual wishing to become a member may apply through the Corporation's website or by such other process as the Board may designate. Membership becomes effective upon receipt of completed application and payment of dues, subject to the showing and selling requirements of Section 3.7 for members wishing to exhibit or sell work.

Section 3.6 — First-Time Member Photo Submission

Prior to selling or exhibiting work at any Corporation event, all new members must submit up to ten (10) photographs of their work for review by the Board or a designated committee. The purpose of this submission is to establish the member's body of work with the organization. Photo submission requirements are described in Section 3.6.

Section 3.7 — Criteria for Showing and Selling

Members wishing to sell or exhibit work at Corporation events must meet all of the following criteria:

(a) Skill and Knowledge: The member must possess basic skill and knowledge of clay and glass artistry as demonstrated through submitted work samples.

(b) Fired Work Only: All work submitted and exhibited must be fired. Artists working exclusively in air-dry clay are not eligible to show or sell at Corporation events.

(c) Work Samples: The member must submit samples of their most recent work in clay, glass, or other tangible art form. Samples may be submitted as images of completed work.

(d) Image Quality: Submitted images must be of high quality, showing work in good light against a neutral background.

(e) Review: Submitted materials will be reviewed by the Board or a designated committee, whose determination shall be final. The Board may establish additional submission guidelines by resolution.

Section 3.8 — Resignation and Termination

Any member may resign at any time by written notice to the Secretary. Membership may be terminated by the Board for conduct detrimental to the Corporation, subject to reasonable notice and an opportunity for the member to be heard.

ARTICLE IV — DIRECTORS

Section 4.1 — Powers

Subject to the provisions of California law and any limitations in the Articles of Incorporation, the business and affairs of the Corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board of Directors.

Section 4.2 — Number of Directors

The Board shall consist of not fewer than 3 and not more than 7 directors. The exact number shall be fixed within these limits by resolution of the Board.

Section 4.3 — Qualifications

Directors must meet all of the following qualifications: (1) be at least 18 years of age; (2) be able to commit to attending monthly Board meetings held via Zoom or other video conferencing platform; (3) attend a minimum of two in-person Board meetings annually; and (4) have demonstrated experience working with clay, glass, or related fine craft disciplines.

Section 4.4 — Term of Office

Each director shall serve a term of 3 years, beginning on the date of election, and may serve a maximum of 3 consecutive terms. After a break of at least one year, a former director is eligible for re-election.

Section 4.5 — Election of Directors

Directors shall be elected by the Board of Directors at the annual meeting of the Board. Vacancies may be filled by vote of the remaining directors.

Section 4.6 — Resignation and Removal

Any director may resign at any time by written notice to the President or Secretary. The resignation is effective upon receipt unless a later date is specified.

The Board may remove a director, with or without cause, by a two-thirds (2/3) vote of the directors then in office, provided that the director in question is given reasonable notice and an opportunity to be heard before the vote.

Section 4.7 — Vacancies

A vacancy on the Board may be filled by approval of the remaining directors, even if less than a quorum. A director appointed to fill a vacancy shall serve the remainder of the predecessor's term.

Section 4.8 — Compensation

Directors shall not receive compensation for their services as directors. Directors may be reimbursed for reasonable expenses incurred in performing their duties, as approved by the Board. Nothing herein prevents a director from receiving compensation for services rendered to the Corporation in another capacity.

ARTICLE V — MEETINGS OF THE BOARD

Section 5.1 — Annual Meeting

The Board shall hold an annual meeting each year during the month of January at a time and place designated by the President. The purpose of the annual meeting shall include election of directors, review of the prior year, and adoption of the annual budget.

Section 5.2 — Regular Meetings

The Board shall hold regular meetings monthly via Zoom or other video conferencing platform, unless the President or a majority of the Board designates an in-person or alternative format for a particular meeting.

Section 5.3 — Special Meetings

Special meetings of the Board may be called by the President, the Executive Director, or any two directors. Notice of a special meeting shall be given at least 48 hours in advance and shall state the general purpose of the meeting.

Section 5.4 — Notice

Notice of all Board meetings shall be given at least [7] days before the meeting, except for special meetings (48 hours). Notice may be delivered by mail, email, or other electronic means to the director's address of record. A director's attendance at a meeting constitutes waiver of notice unless attendance is solely to object to the meeting.

Section 5.5 — Quorum

A majority of the authorized number of directors constitutes a quorum for the transaction of business. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be an act of the Board.

Section 5.6 — Action Without Meeting

Any action required or permitted to be taken by the Board may be taken without a meeting if all directors, individually or collectively, consent in writing to such action. Such written consent shall be filed in the minutes of the proceedings of the Board.

Section 5.7 — Telephone and Electronic Meetings

Directors may participate in a meeting in person or through use of Zoom, conference telephone, video conferencing, or other communications technology, as long as all directors participating can hear and see one another. Participation in this manner constitutes presence in person at the meeting.

Section 5.8 — Conflict of Interest

Directors shall comply with the Corporation's Conflict of Interest Policy. A director who has a material financial interest in a transaction shall (a) disclose the conflict, (b) recuse themselves from discussion and voting on the matter, and (c) leave the room during such discussion and vote.

ARTICLE VI — OFFICERS

Section 6.1 — Officers

The officers of the Corporation shall be a President, a Secretary, and a Treasurer. The Board may also appoint a Vice President, an Executive Director, and such other officers as it deems appropriate.

Section 6.2 — Election and Term

Officers shall be elected by the Board at the annual meeting and shall serve a term of 2 years unless removed or until resignation. Officers may be re-elected without limit unless the Board provides otherwise.

Section 6.3 — President

The President shall preside at all meetings of the Board, serve as the principal executive officer of the Corporation, and perform such other duties as the Board may assign. The President shall ensure that orders and resolutions of the Board are carried out.

Section 6.4 — Vice President

The Vice President shall perform the duties of the President in the President's absence or incapacity and shall assist the President as directed.

Section 6.5 — Secretary

The Secretary shall keep the minutes of all Board meetings, give notice of meetings as required, maintain the Corporation's records and seal (if any), and perform such other duties as the Board may assign.

Section 6.6 — Treasurer

The Treasurer shall prepare and manage the Corporation's annual budget, oversee expenditures to ensure spending remains within budget, and serve as an authorized signatory on Corporation accounts and checks. The Treasurer shall work in collaboration with the Corporation's bookkeeper to ensure that bank balances, income, and expenditures are accurately recorded and reconciled on a regular basis. The Treasurer shall present a financial report at each regular Board meeting.

Section 6.7 — Executive Director

The Board may appoint an Executive Director who shall be the chief operating officer of the Corporation. The Executive Director shall manage the day-to-day operations, hire and supervise staff, and report to the Board. The Executive Director may be a salaried employee. [Insert additional powers and duties or delete if no paid staff is anticipated.]

Section 6.8 — Removal and Resignation

Any officer may be removed with or without cause by a majority vote of the Board. Any officer may resign at any time by written notice to the President or Secretary.

Section 6.9 — Compensation of Officers

Officers who are also directors shall not be compensated for their service as officers unless approved by a disinterested majority of the Board. The Executive Director may be compensated as an employee. [Adjust based on your structure.]

ARTICLE VII — COMMITTEES

Section 7.1 — Committees of the Board

The Board may, by resolution, establish one or more committees of the Board. Each committee shall consist of at least two directors and shall have such powers and duties as the Board designates. No committee may: (a) take any action the Board cannot delegate under California law; (b) approve any amendment to the Articles of Incorporation or Bylaws; (c) elect or remove directors or officers; or (d) approve a merger or dissolution.

Section 7.2 — Advisory Committees

The Board may also establish advisory committees that include non-directors. Advisory committees shall have no authority to act on behalf of the Corporation and shall report and make recommendations to the Board.

Section 7.3 — Standing Committees

The Board shall maintain the following standing committees: [e.g., Finance Committee, Audit Committee, Program Committee, Governance/Nominating Committee]. The Board may establish additional standing or ad hoc committees by resolution.

Section 7.4 — Meetings and Quorum

Committee meetings shall be governed by the same rules as Board meetings with respect to notice, quorum, and conduct. Minutes of committee meetings shall be kept and provided to the Board.

ARTICLE VIII — FISCAL MATTERS

Section 8.1 — Fiscal Year

The fiscal year of the Corporation shall begin on January 1 and end on December 31 of each year, unless the Board designates otherwise.

Section 8.2 — Budget

The Board shall adopt an annual operating budget prior to or at the beginning of each fiscal year. Material variances from the budget shall be reported to the Board as they occur.

Section 8.3 — Financial Controls

All checks, drafts, or other financial instruments in excess of $[5,000] shall require the signature of at least two authorized officers. The Board shall adopt a written financial controls policy addressing authorization levels, expense reimbursement, and petty cash.

Section 8.4 — Audit and Financial Review

The financial statements of the Corporation shall be reviewed or audited annually by an independent [accountant / CPA firm] selected by the Board. [California requires an audit if gross revenues exceed $2 million (Cal. Gov. Code § 12586). An independent audit is strongly recommended.]

Section 8.5 — Indemnification

The Corporation shall indemnify its directors and officers to the fullest extent permitted by California Nonprofit Public Benefit Corporation Law, and may purchase directors and officers liability insurance for that purpose.

ARTICLE IX — RECORDS AND REPORTS

Section 9.1 — Corporate Records

The Corporation shall maintain adequate and correct books and records of account, minutes of Board and committee meetings, and a record of directors and officers. Such records shall be kept at the principal office or such other location as the Board may designate.

Section 9.2 — Annual Report

The Board shall cause an annual report to be prepared and distributed to all directors within [120] days after the end of the fiscal year. The report shall include a balance sheet, income statement, and statement of functional expenses, together with a narrative summary of the Corporation's activities.

Section 9.3 — Inspection Rights

Directors have the right to inspect and copy the Corporation's books, records, and documents at any reasonable time for a purpose reasonably related to the director's duties.

ARTICLE X — DISSOLUTION

Section 10.1 — Dissolution

The Corporation may be dissolved by a two-thirds (2/3) vote of the Board of Directors, subject to any required approval from the California Attorney General.

Section 10.2 — Distribution of Assets

Upon dissolution, after paying or adequately providing for debts and obligations, the remaining assets shall be distributed to The Fresno Arts Council, a California nonprofit corporation exempt under IRC Section 501(c)(3), or if that organization no longer exists or no longer qualifies, to one or more organizations selected by the Board that are organized and operated exclusively for charitable purposes and qualify as exempt organizations under IRC Section 501(c)(3).

ARTICLE XI — AMENDMENTS

Section 11.1 — Amendment Procedure

These bylaws may be amended or repealed and new bylaws adopted by a two-thirds (2/3) vote of the directors then in office at any regular or special meeting, provided that:

(a) written notice of the proposed amendment, including the text of the proposed change, is delivered to all directors at least 14 days before the meeting; and

(b) the amendment does not conflict with the Articles of Incorporation or applicable California law.

Section 11.2 — Emergency Bylaws

In the event of a catastrophic emergency that prevents normal governance, the Board may adopt emergency bylaws by a majority vote of any directors who can be contacted, subject to later ratification by the full Board at its next meeting.

ARTICLE XII — GENERAL PROVISIONS

Section 12.1 — Parliamentary Authority

In matters not covered by these bylaws or California law, the Corporation shall be governed by the current edition of [Robert's Rules of Order / Newly Revised] to the extent not inconsistent with these bylaws.

Section 12.2 — Nondiscrimination

The Corporation shall not discriminate against any person on the basis of race, color, religion, sex, national origin, age, disability, sexual orientation, gender identity, or any other characteristic protected by law in its programs, services, employment, or governance.

Section 12.3 — Severability

If any provision of these bylaws is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Section 12.4 — Governing Law

These bylaws shall be governed by and construed in accordance with the laws of the State of California, specifically the California Nonprofit Public Benefit Corporation Law (Corporations Code Sections 5110 et seq.).

EXHIBIT A — BOARD OF DIRECTORS

The following individuals constitute the Board of Directors of San Joaquin Clay and Glass Association:

Officers:

President: Stephen Veach

Treasurer: Bibi Bielat

Secretary: Kathy McGuire

Directors:

Hannah Witter

Rhomie Thompson

John Cunningham