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Article I - Name

The name of this organization shall be the International Council of Needlework Associations (ICNA).

Article II - Object

The object of ICNA shall be to act as an oranizational support group for the purpose of promoting the art of needlework by providing a forum for the dissemination of information, while maintaining the integrity of the individual member organizations.

Article III - Membership

Section 1. Eligibility

All member organizations shall

  1. Be open to all needleworkers and non-discriminatory as to race, color, sex, creed, or national origin, profit or non-profit;
  2. Offer educational benefits to their membership
  3. Be national in scope unless there is no national organization.

Section 2. Fees, Dues, and Reinstatement

  1. Each member organization shall pay an enrollment fee and annual dues.
    1. The enrollment fee is due as soon as the organization is notified of acceptance in to ICNA.
    2. Annual dues shall be payable June 1, delinquent July 1, and membership shall be forfeited if not paid by August 1.
    3. To be entitled to a vote, a member organization must be in good standing, with all member dues and fees paid as specified in these bylaws.
  2. The Executive Committee shall propose the amound of fees and dues to the membership at the Annual Meeting for approval by the membership.
  3. Member organizations which have forfeited membership due to lapsed dues may rejoin as new members.

Section 3. Representation

  1. Each member organization shall be entitled to one vote.
  2. Each organization shall select their representative.
  3. Should any member organization not be able to be present at the Annual Meeting, they shall be allowed to vote by mail on any proposed amendment(s) to the bylaws.

Article IV - Officers

Section 1. Officers

The officers shall be a President, Secretary, and Treasurer. All officers shall perform the duties prescribed by these bylaws and by any special rules of order and the parliamentary authority adopted by the ICNA.

  1. The President shall preside at all meetings and serve as the official representative of ICNA.
  2. The Secretary shall record the business of all meetings and shall have custody of the records of ICNA, unless they are otherwise assigned in these bylaws.
  3. The Treasurer shall:
    1. Maintain an accurate record of financial transactions and shall report to the Executive Committee whenever they meet or as required.
    2. Present an annual report to the membership at the Annual Meeting.

Section 2. Succession of Officers

  1. All officers shall be representatives of member organizations who have held membership in ICNA for two (2) years.
  2. Candidates for President, Secretary, and Treasurer shall be nominated from the floor from among members at the Annual Meeting, providing consent has been obtained.
  3. Election to Office shall be by ballot and a majority vote shall constitute election. If there is only one candidate for each office, the vote may be by voice.
  4. Officers shall assume their office at the close of the Annual Meeting and shall serve for a term of two years.
  5. No member shall hold more than one office at a time, and no member shall be eligible to serve more than two terms consecutively in the same office or be elected to any office more than three times consecutively.

Article V - Meetings

Section 1. Annual Meetings.

There shall e an Annual Meeting of ICNA, the place and date of which shall be established by the Executive Committee. Notification of all meetings shall be given in writing at least forty-five (45) days prior to the meeting date. Voting by mail shall only be allowed when amendment(s) to the bylaws are proposed. The Annual Meeting shall be for the purpose of officer transition, receiving reports of officers and committees, and for any other business that may arise.

Section 2. Special Meetings.

Special meetings may be called by the Executive Committee or shall be called upon the written request of one-third of the members. The purpose of the meeting shall ben stated in the call, as well as the date and location of the meeting. At least forty-five (45) days notice shall be given for such Special Meetings.

Section 3. A majority of the regular members shall constitute a quorum.

Article VI - Executive Committee

Section 1. Composition

The Executive Committee shall consist of the officers.

Section 2. Duties

The Executive Committee shall:

  1. Have general supervision of the affairs of ICNA between meetings and shall fix the hour, date, and location of meetings.
  2. Recommend to the membership at the Annual Meeting the amount of fees as dues to be charged.

Section 3.

When necessary, business of the Executive Committee may be conducted by conference telephone calls and voting may be conducted by mail. All business thus conducted, shall be ratified and entered into the minutes at the first meeting following such actions.

Article VII - Committees

Committees may be established by the Executive Committee or the membership as needed.

Article VIII - Finances

Section 1.

The fiscal year shall be the calendar year.

Section 2.

Officers may be reimbursed for expenses as approved by ICNA.

Article IX - Indemnification

The directors, officers, employees, or agents of ICNA shall be indemnified for any costs, expenses, or liabilities incurred as a result of the performance of their duties, provided such a person was in good faith acting in the best interest of ICNA.

Article X - Dissolution

In the event of the dissolution of ICNA, assets remaining after paying or adequately providing for the debts and obligations of ICNA, shall be divided equitably among the member organizations. None of the funds shall inure to any individual.

Article XI - Parliamentary Authority

The current edition of Robert's Rules of Order Newly Revised shall govern the proceedings of ICNA, subject to any special rules which have been or may be adopted.

Article XII - Amendments

These bylaws may be amended at the Annual Meeting by a two-thirds vote, provided that the proposed amentment(s) have been sent in writing with the call to the meeting. Proxy voting by regular members shall be allowed in any vote to amend the bylaws.

Adopted: May 2, 1993.
Amended: June 1998, February 27, 1999.