Section 1. The name of this corporation shall be the Foothills Craft Guild, Inc.

Section 2. The location of the principal office of this corporation in the State of Tennessee shall be in the Oak Ridge environs, Tennessee. This corporation may have such other offices either within or without the State of Tennessee as the Board of Directors may, from time to time, designate.

Section 1. This Corporation shall operate as a non-profit corporation under the laws of the State of Tennessee, and no part of the income of this corporation shall inure to the benefit of any individual member.

Section 2. The principal objectives of this corporation are:

1. To encourage and promote the development and appreciation of arts and handicrafts of all types; to promote and encourage high standards of workmanship in handicrafts and conduct educational programs for persons interested in handicrafts of all kinds; to sponsor and hold handicraft shows, exhibitions, fairs, and demonstrations, and such other programs and engage in such other activities which contribute to the advancement, development, and appreciation of arts and handicrafts of all kinds.
2. The objectives and activities of this corporation shall nevertheless be limited to objectives and activities as will qualify it for tax exempt treatment under the provisions of the Internal Revenue Code of the United States.

Section 1. Membership in this corporation shall be as

1. juried
   1. Individual
   2. Life
   3. Center
2. non-juried
   1. Honorary
   2. Educational Center

Section 2. Types of Membership

1. Individual membership shall be open to any craftsperson who is a resident of the State of Tennessee; who subscribes to the objectives and purposes of the charter; who pays the applicable dues; and who agrees to abide by the provisions of the by-laws of this corporation. An individual member is eligible for all rights, privileges, and responsibilities of membership including voting, serving on the Board of Directors and all committees, and exhibiting at shows. The Guild may require a member to provide proof of in-state residency by supplying one of the following: a Federal income tax return, Tennessee Driver's License or Tennessee Voter's Registration Card. Failure to supply proof of Tennessee residency will result in loss of membership.
2. Life memberships are awarded to individual members of the Guild in recognition of outstanding service to the Foothills Craft Guild, by an affirmative vote of not less than two-thirds (2/3) of the voting membership present at a regular or special meeting where a quorum is present. A written notification of the proposed action shall be provided to the membership at least four (4) days prior to the meeting. A Life member shall not be required to pay dues and shall share the same privileges as an individual member and shall receive a special membership certificate stating his/her life membership in the Guild.
3. Center membership consists of a group of two or more craftspeople working together to produce one or more crafts, whose work has been accepted by the Standards Committee in the same manner as is applicable to individual members; is located in the State of Tennessee; subscribes to the purposes and policies of the Guild; pays applicable dues; and meets the criteria as specified for individual members. Each Center is considered to be a single entity and will name the person who speaks and acts for the Center and who is responsible for quality control. The Guild may require a member to provide proof of in-state residency by supplying one of the following: a Federal income tax return, Tennessee Driver's License or Tennessee Voter's Registration Card. Failure to supply proof of Tennessee residency will result in loss of membership.

   Any craft production, or part thereof, which has been delegated to an apprentice, employee, or to any non-juried person shall automatically fall into the Center membership classification.

   If an individual is both a member of a center and has individual membership, the individual membership takes precedence.

4. Honorary memberships are awarded to persons who have made outstanding contributions to the Guild and/or to the craft field as stated in Article II, Section 2a. of these by-laws, by an affirmative vote of not less than 2/3 of the voting membership present at a regular or special meeting. A written notification of the proposed action shall be provided to the membership at least four (4) days prior to the meeting. An honorary member may attend meetings and workshops, may serve on committees when appointed by the President with the exception of the Standards, Nominations, and ByLaw Committees, will have no vote in the organization, may not exhibit at shows, and shall not be required to pay dues.
5. Educational center membership shall be defined as a recognized school, college, university, or department thereof which teaches one or more crafts; whose application has been accepted by the Board of Directors; is located within the State of Tennessee; pays applicable dues; and subscribes to the purposes and policies of the Guild. Educational members may exhibit top quality crafts at the Guild shows, but only in such quantities as may be determined by the show committee.

Section 3. Rules governing juried membership (Individual or Center)

1. An applicant for juried membership shall submit an application to the Guild and following (1) approval by the Standards Committee in one or more craft categories, (2) a favorable vote of the Board of Directors for admission into the Guild, and (3) payment of applicable dues, the applicant shall become a juried member.

   Only work in a juried category may be displayed and offered for sale at any Guild function.

2. Termination of membership includes loss of all rights, privileges, and responsibilities of membership.
   1. A member (individual or center) who changes residence out of the State of Tennessee may continue their juried membership for up to two (2) years beyond their current membership with all the rights, privileges, and responsibilities of that membership.
   2. The Board of Directors may immediately terminate membership for the following reasons:
      1. Copying and offering for sale work of another member.
      2. Flagrant violation of the by-laws, instructions and recommendations of the Standards Committee, or other rules and regulations which may be approved by the membership from time to time.
      3. Offering for sale any copyrighted work unless written permission from the copyright holder is on file with the Guild.
      4. Claiming credit for the work of another person.
      5. Conduct which discredits the Guild or members of the Guild.
      6. Failure to provide proof of in-state residency when requested.
   3. The Board of Directors shall have the authority to place a member under probation for one year for violation of Section 3.b.2 above. Violation of probation shall be grounds for automatic termination of membership. All disciplinary actions voted by the Board of Directors must be implemented within thirty (30) days by the Board of Directors.
   4. A member shall have the right to personally appeal the Board's decision.
3. Reinstatement
   1. Any member who forfeits membership by virtue of change of residence may, upon return to Tennessee, petition the Board for reinstatement. At the discretion of the Board, the member may be reinstated. The Board may require rejurying.
   2. Any member terminated for cause, may request from the Board a ruling on their eligibility to reapply for membership. If the Board rules that the person is eligible to re-apply, rejurying is required.

Section 4. Dues.

Dues for the various classes of membership shall be set annually by the Board and published in the Guild Newsletter one month prior to date due and shall be due and payable during February of each year.

Final written notice shall be mailed to all members whose dues are not paid by March 1. Any member whose dues are not received by March 15 shall be dropped from the rolls. Once dropped from membership, a former member shall reapply for membership in the manner set forth in Section 3a of this Article III. Except as provided for in the provisions of these by-laws, membership, when once attained, shall continue from year to year. There shall be no pro-rating of dues for a partial year of membership. The full amount of yearly dues is required irrespective of the time of year membership is acquired.

Section 5. Recognition of Membership.

All members shall receive membership recognition in such form as the Board of Directors may prescribe signifying the type of membership held and that the member is in good standing with the corporation.

Section 6. Guild Logo.

The Guild Logo and name may be used only on work which is reflective of the member's juried craft.

Any person interested in supporting the purposes and policies of the Guild may become affiliated in one of the following categories: (a) Friends: Individual or Corporate, (b) Associates.

Section 1. Friends lend financial support to the Guild through a structured giving plan approved by the Board of Directors upon recommendation of the Fall Show Committee.

Section 2. Associates are those persons, not necessarily craftspeople, who subscribe to the objectives and purposes of this corporation, pay the applicable dues, and agree to abide by the provisions of the charter and by-laws. Associates lend volunteer support through their time and talent. Applicants for associate status need only to be approved by a majority vote of the Board of Directors. Associates may attend meetings and workshops and may serve on committees when appointed by the President with the exception of the Standards, Nominations, and By-Law Committees, will have no vote in the organization, and may not exhibit at shows.

Section 1. The management of the property and affairs of the corporation shall be vested in its Board of Directors.

Section 2. Number, Qualification, Term, and Elections.

1. Membership. The Board shall be composed of nine (9) directors, plus the immediate past president (Ex Officio) if not otherwise elected to the Board of Directors.
2. Qualification. Only juried members in good standing of this corporation shall be eligible for election to the Board of Directors.
3. Term. The directors shall hold office for a three-year term, or until their successors are duly elected and qualified.
4. Election. The directors shall be elected by the membership in October/November each year to take office the following February 1. At the first election after the 1991 revision of these By-laws, the membership shall elect five (5) directors for staggered terms; four (4) directors currently serving on the board will remain as directors. Thereafter in all elections of the board, directors shall be elected for three-year terms. No director may serve more than two (2) consecutive terms.

Section 3. Vacancies.

Any vacancy on the Board of Directors due to the death or the resignation of a director may be filled by the majority vote of the remaining members of the Board of Directors at any regular or special meeting of the board. Any successors elected shall only serve for the unexpired term of the deceased or resigning director.

Section 4. Removal.

Any director may be removed from office as a director at any time by a two-thirds (2/3) majority vote of the membership present at any regular or special meeting of the organization. Failure to fulfill the duties of a board member as detailed in Board of Directors' Policy may constitute automatic dismissal by 2/3 vote of the Board.

Section 5. Meetings of the Board of Directors.

1. Regular meetings of the Board of Directors shall be held at such times and places as the board shall decide.
2. Special meetings of the Board of Directors may be called by the President of this corporation, and shall be called by the President when any four (4) directors of the board shall submit a request in writing for such meeting. The president shall cause notice of the time, place, and purpose of all special meetings to be given to the members of the Board of Directors at least three (3) days prior to the date of the proposed meeting.

Section 6. Power and Duties.

The Board of Directors shall have the following powers and duties in addition to those given by the charter of this corporation and/or applicable law.

1. It shall have control of and be responsible for the property and affairs of the corporation and determine matters of policy pertaining thereto.
2. It shall provide for a budget for this corporation and supervise the expenditure of its funds. The proposed budget, including a full financial report, shall be presented to the membership at a meeting to be held in February of each year. The budget shall be subject to revision at that time. The budget, as presented or revised, shall be ratified by a two thirds (2/3) affirmative vote of the membership present.
3. It shall cause to be prepared and be presented by mail to the membership each year, a statement of the affairs of this corporation for the preceding year.
4. It shall approve the employment and termination of any person by the corporation and his/her salary. No member of the Board of Directors may concurrently serve as a paid employee of this corporation.

Section 1. Officers, terms, and election.

1. Officers. The officers of this corporation shall be a president, a vice-president, a secretary, and a treasurer. The officers shall be elected by the Board of Directors from its membership. The Board of Directors may, however, appoint such subordinate or assistant officers as they deem necessary for the conduct of the affairs of this corporation.
2. Term. The officers of this corporation shall be elected for a term of one year, beginning February 1, and shall hold office until their successors are duly elected and qualified.
3. Election. Following the annual election of directors in October/November, the directors and directors-elect shall meet to elect the new officers who will take office in February. Directors leaving the Board shall have no vote in electing the new officers. The directors-elect shall audit the meetings of the Board until they take office to provide an orderly transition.

Section 2. Duties of the President. The duties of the President of this corporation shall be to:

1. Preside at all meetings of the membership and of the Board of Directors, but may designate any other officer or member of the Board to do so.
2. Be the official spokesperson of this corporation on all matters of policy pertaining to the corporation.
3. Subject to the control of the Board of Directors, supervise and control the property and affairs of the corporation, and sign with such other officers as the Board may designate any deeds, notes, mortgages, and written contracts obligating this corporation and/or its funds, as is expressly authorized by the Board to sign, execute, and acknowledge on behalf of the corporation.
4. Take whatever steps necessary to implement the decisions of the Board and the membership and perform such other duties usually incident to such office.
5. Appoint all committees and their chairperson, except the Director of Standards.
6. Serve as ex-officio member of all committees except the Nominating Committee.

Section 3. Duties of the Vice-President. The duties of the Vice-President of this corporation shall be to:

1. In the absence of the president, or in the event of the president's death or inability to act, or at the direction of the president perform all duties of the president; and when so acting, the vice-president shall have all the powers of and be subject to all of the limitations upon the president.
2. Serve as Director of Standards.
3. Perform such other duties usually incident to such office or as may be assigned by the President or the Board of Directors.

Section 4. Duties of the Secretary. The duties of the Secretary of this corporation shall be to:

1. Work in conjunction with staff and others to ensure that all records of the organization are retained and maintained in an accessible manner including those required by Board officers, directors, and staff pursuant to their duties.
2. Keep the minutes of all meetings of the membership and the Board of Directors in one or more books provided for that purpose.
3. See that all notices are duly given in accordance with these by-laws and other applicable law.
4. Keep a roll of the membership of the corporation and the members' addresses.
5. Perform such other duties usually incident to such office or as may be assigned by the President or Board of Directors.

Section 5. Duties of the Treasurer. The duties of the treasurer of this corporation shall be to:

1. Maintain responsibility for the fiscal health of the organization, including all assets, liabilities, and monitoring of cash flow.
2. Maintain responsibility for the collection of funds owing to this corporation, authorize disbursement of funds, and prepare reports of fiscal activity.
3. Develop an annual budget and present it to the Board of Directors for approval. Present the budget to the membership for approval at the annual membership meeting.
4. Present at the annual membership meeting a written report of the financial condition of the organization.
5. Perform such other duties usually incident to such office or as may be assigned by the President or Board of Directors.

Section 6. Delegation of duties.

At the discretion of the President or the Board of Directors, any duties specifically assigned may be delegated by contract to the Business Manager or other employees of the Guild.