Table of Contents of By-Laws of the Old Pueblo Lapidary Club

Article I

Name

Page

Article II

Purpose

Page

Article III

Membership

Page

Section 1.

Eligibility

Page

Section 2.

Classes of Membership

Page

Section 3.

Voting Privilege

Page

Section 4

Membership Suspension or Termination

Page

Section 5

Member Financial Obligation for Damage of Equipment

Page

Section 6

Member Waiver of Liability

Page

Article IV

Meetings of Members

Page

Section 1.

Rules of Order

Page

Section 2.

Time and Place

Page

Section 3.

Annual Meeting

Page

Section 4.

Regular Business Meeting

Page

Section 5.

Demonstration/Instructive Meetings

Page

Section 6.

Limitation on Actions

Page

Section 7.

Special Meetings

Page

Section 8.

Quorum

Page

Section 9.

Proxies

Page

Article V

Administration

Page

Section 1.

Officers

Page

Section 2.

Executive Responsibility

Page

Section 3

Board of Directors Meetings

Page

Section 4.

Vacancies

Page

Section 5.

Removal

Page

Section 6.

Resignation

Page

Section 7.

Compensation

Page

Section 8.

Duties of the Board of Directors

Page

Section 9.

Duties of Officers

Page

Article VI

Nomination & Election of Officers & Directors

Page

Section 1.

Nomination

Page

Section 2.

Nominating Committee

Page

Section 3.

Elections

Page

Section 4.

Installation

Page

Section 5.

Terms of Office

Page

Article VII

Initiation Fee, Dues, and Assessments

Page

Section 1.

Initiation Fee

Page

Section 2.

Dues

Page

Section 3.

Assessments

Page

Article VIII

Committees

Page

Section 1.

Standing

Page

Section 2.

Special or Temporary

Page

Section 3.

Appointment and Structure

Page

Article IX

Corporate Seal

Page10

Article X

Amendments or Revisions

Page 11

Article XI

Indemnification

Page 11

Article XII

Dissolution

Page 11

Article XIII

Club Facilities

Page 11

Article XIV

Educational Fund

Page 11

Page 2 of 11

Revised February 2022

Throughout this document, any time the masculine or feminine form is used, it is intended it shall also

mean the other and at any time the singular form is used, it is intended to also mean the plural form and

vice versa, as may be required.

BY-LAWS OF THE OLD PUEBLO LAPIDARY CLUB

ARTICLE I - NAME

The name of the corporation is OLD PUEBLO LAPIDARY CLUB, hereinafter referred to as the “Club”

or “Corporation”. The principal office of the corporation shall be located at Tucson, Pima County,

Arizona.

ARTICLE II - PURPOSE

The purpose of the Club shall be the maintenance, development, and improvement of the lapidary and

associated arts. To assist the members in the furtherance of this charge, the Club shall, within the limits

of its Facilities and the availability of volunteer persons qualified to instruct, cause classes/workshops, in

the various aspects of the lapidary and associated arts, to be conducted at times and places as determined

by the membership. It shall also provide opportunity for the presentation of various lectures on subjects

relating to these arts and shall, through the appropriate committee, plan periodic field trips for the

members.

ARTICLE III - MEMBERSHIP

Section 1. ELIGIBILITY. Any person interested or engaged in matters relating to the Club’s purpose

may submit an application for membership. Upon payment of the initiation fee and dues, as may be

established from time to time, the person will be granted membership.

Section 2. CLASSES OF MEMBERSHIP. There shall be five (5) classes of membership.

A. Charter Members: Those who were certified as members prior to November 16, 1970.

B. Life Members: Members who are eighty (80) years of age or over and have been a member

for at least five (5) years.

(Life members will not be required to pay dues.)

C. Senior Members: Eighteen (18) years of age or over.

D. Junior Members: At least (6) years but not more than seventeen (17) years of age.

E. Honorary Members: Recommended by the Board of Directors and approved by the

membership. Such membership shall be limited to a period of one (1) year. They shall have

the right to attend meetings and to speak but not to make motions or to vote.

Section 3. VOTING PRIVILEGE. All members will have voting privileges with the exception of junior

and honorary members.

Section 4. MEMBERSHIP SUSPENSION OR TERMINATION.

A. The Board of Directors is empowered to suspend or terminate the membership of any member

who fails to comply with the provision of the Articles of Incorporation, the By-Laws or the

Rules and Regulations or who fails to pay the prescribed dues.

B. Any senior member may file written charges with the Secretary against any other member or

members specifying the alleged violations. The Secretary shall notify all parties as to the date,

time and place at which a hearing will be held by the Board of Directors to receive and

consider the evidence relating to the charges.

Page 3 of 11

Revised February 2022

C. Any member, whose membership is suspended or terminated, shall have thirty (30) days from

the date of the hearing in which to appeal the decision of the Board or to present new evidence.

If such appeal is not made within the time permitted, the decision of the Board shall stand as

rendered.

Section 5. MEMBER FINANCIAL OBLIGATION FOR DAMAGE TO EQUIPMENT.

A. All members shall sign a form in each lab they are qualified to use at the club indicating that

they have been trained and/or are familiar with the use of all of the equipment in that lab and

they accept the following financial obligation for repair of equipment should it be damaged

through their negligence or misuse: By signing/putting their name on a specific OPLC lab

sheet, the member agrees that they know how to use all of the equipment in that lab and they

accept financial responsibility for repair and/or replacement of any club equipment should it be

damaged through the members negligence or misuse.

B. Failure to comply with the financial obligation for damage of equipment may result in club

membership suspension or termination.

Section 6. MEMBER LIABILITY WAIVER.

All members shall sign and agree to adhere to the liability waiver form herein when joining the

OPLC or renewing their annual membership in the club each year.

Members shall not use any OPLC equipment or facilities until this form is signed annually.

Consent to Treatment/Limitation and Waiver of Liability

I verify/certify that I, ______________________ (insert member name here) am physically

and mentally able to participate in the lapidary activities at the Old Pueblo Lapidary Club

(OPLC) and that I have been made aware of all hazards which might relate to these activities.

In the event of injury or accident, I hereby authorize the OPLC Monitors, Directors, Board

members and/or other members to obtain and authorize any emergency medical treatment

necessary for me. I acknowledge that lapidary work is potentially dangerous and in which

injuries may occur in the normal course of pursuit of this hobby and I waive and release the

OPLC its employees, agents, officers, Board members and members from any liability for

injuries (including death) to myself arising from my participation in these activities. I further

agree to assume all costs related to emergency medical treatment for myself which OPLC its

employees, agents, Officers, Board members and staff may require and I authorize the

disclosure of any medical information to my insurance carrier for the purposes of making

claims for reimbursement. I also agree that all of the above mentioned members are not

responsible for any lost or stolen items (including money, equipment, specimens, gems,

jewelry, metals or other personnel belongings) before, during or after the lapidary activities at

the OPLC facility.

In consideration of my lapidary activities, I do hereby for and on behalf of myself and my heirs

and legal representatives release and forever discharge in the OPLC its employees, agents,

officers, Board members and members and their successors and assigns, of and from any and

all claims and demands of every kind, nature, and character which I may have or hereafter

acquire for any and all damages, losses or injuries which may be suffered or sustained by me

in connection with my activities from which such remissions is granted and any period

traveling to or from the OPLC events at the Club or any other OPLC facility or activity

associated with OPLC and all such claims are hereby waived and released and I covenant not

to sue therefor.

Page 4 of 11

Revised February 2022

Members name: ______________________

Members Telephone Number: ______________________

Members Emergency Contact Name: ______________________________

Members Emergency Contact Number: ________________________________________

Members signature: ___________________________Date: ______________________

ARTICLE IV - MEETINGS OF MEMBERS

Section 1. RULES OF ORDER, where not otherwise clearly established in the Articles of Incorporation

or these By-Laws, the conduct of all meetings or members shall be in accordance with Roberts

Rules of Order, Revised.

Section 2. TIME AND PLACE. All meetings of the members, unless otherwise stipulated by the

President or the Board of Directors, shall be held in the Clubroom at 3118 North Dale Avenue,

Tucson, Arizona and shall commence at 9:00 a.m.

Section 3. ANNUAL MEETING. The Annual Meeting of the members shall be held on the second (2^nd)

Saturday of December each year. Notice of the meeting and an appropriate proxy statement

(see Article IV, Section 9) shall be mailed to each member at his or her last known address at

least fifteen (15) days prior to the day of the meeting. Any business appropriate to come

before the membership may be conducted at the Annual Meeting but the minimum agenda

shall include:

A. The Treasurer’s annual report of the current financial condition of the Corporation.

B. The Board of Directors’ annual report to the members, presented by the President.

C. Reports of all active Committee Chairmen.

D. Election of Officers and Directors for the following year.

Section 4. REGULAR BUSINESS MEETINGS. Regular Business Meetings of the members shall be

held, without notice, on the second (2^nd) Saturday of each month. A required item on the

agenda for the Regular Business Meeting in January of each year shall be the submission and

approval of the budget for the ensuing year and the installation of new Officers and Directors.

Section 5. DEMONSTRATIONS / INSTRUCTIVE MEETINGS. Demonstrative / Instructive Meetings

shall be held, as a minimum, except in June, July, and August, on the second Saturday of each

month. No notice of such meeting shall be required but, in special cases, may be given.

Section 6. LIMITATION ON ACTIONS. No Club business, of any nature, may be conducted at any

meeting other than the Annual Meeting, a Regular Business Meeting, or a Special Meeting

properly called.

Section 7. SEPCIAL MEETINGS. Special meetings of the members may be called by the President, the

Board of Directors, or on the written request of five percent (5%) of the members in good

standing. A written notice of the meeting, stating its purpose shall be mailed to all members in

good standing at least five (5) days in advance of the meeting. No business may be transacted

at a special meeting except that stated in the notice of the meeting.

Section 8. QUORUM. The presence at any meeting in person, or by proxy, of ten percent (10%) of the

members in good standing shall constitute a quorum for any action except as may otherwise be

required by the Articles of Incorporation or elsewhere in these By-Laws. If however, such

Page 5 of 11

Revised February 2022

quorum shall not be present or represented at any meeting, the members in good standing there

shall have the power to adjourn the meeting until a quorum, as aforesaid, shall be present or

represented by proxy. No quorum shall be required at any demonstrative / instructive meeting

as described in Section 5, Article IV.

Section 9. PROXIES. At any annual, special, or regular business meeting, each member may vote in

person or by proxy.

A. All proxies shall be in writing, dated, signed and filed with the Secretary no later than

one-half (1/2) hour prior to the stated time of the meeting. A proxy shall be revoked if the

member submitting same is present at the meeting in question.

B. All proxies meant to be tendered at any of the meetings indicated in (A) above shall be

worded substantially as follows:

I, _________________________, a member of the Old Pueblo Lapidary Club of Tucson,

Arizona, cast my vote for those candidates, and / or those specific items listed below and

in my absence, do hereby tender by proxy to the Board of Directors or

________________ (indicate a specific member, if so desired) to represent me and to vote

as they deem in the best interest of the Club on any other business which may be

considered at the meeting to be held on ___________ (date). In the event I do not vote

my preference for those candidates and / or those specific items listed below, I also tender

my proxy to the entity indicated above to vote those items as they deem in the best

interest of the Club.

(The proxy should list nominated candidates and / or specific items

to be voted and should provide blank space for write-in candidates.)

ARTICLE V - ADMINISTRATION

Section 1. OFFICERS. The Officers of the Corporation shall be a President, a Vice President, a

Secretary, and a Treasurer. They shall have been members of the Corporation in good

standing for a period of six months prior to being nominated and elected in accordance with

the provisions of Article VI of these By-Laws. They shall hold office for one (1) year or until

their successors have been duly elected and installed.

Section 2. EXECUTIVE RESPONSIBILITY. The executive responsibility of the Club shall be vested in

a Board of Directors which shall consist of:

A. The elected officers as ex-officio members.

B. Five (5) other members of the Club in good standing elected in accordance with Article VI

of these By-Laws. Two (2) of the non-officer directors shall be elected each year for terms

of two (2) years and one (1) shall be elected for a term of one (1) year. This will ensure the

carry-over each year of at least two (2) experienced members.

C. The immediate Past President shall be invited to serve on the Board in an advisory, non-

voting capacity.

Section 3. BOARD OF DIRECTORS MEETINGS.

A. REGULAR MEETINGS. Regular meetings of the Board of Directors shall be held at least

quarterly at the Club’s meeting room. The Secretary shall notify the Board members of the

date and time of each meeting at least twenty-four (24) hours prior to the meeting.

B. SPECIAL MEETINGS. Special meetings of the Board may be called by the President or

at the request of at least five (5) members of the Board. At least twenty-four (24) hours

notice of such special meetings shall be given to each member, or a waiver of notice

secured in lieu thereof.

Page 6 of 11

Revised February 2022

C. QUORUM. A majority of the number of Directors shall constitute a quorum of the

transaction of business at any duly called meeting of the Board.

D. ACTION TAKEN WITHOUT A MEETING. The Directors shall have the right to take any

action, in the absence of meeting, which they could take at a meeting by obtaining the

written or verbal approval of such action from all of the Directors. Any action so approved

shall have the same effect as though taken at a meeting of the Board.

Section 4. VACANCIES. Any vacancy existing on the Board of Directors or in any office of the Club,

for any reason other than expiration of term of office, shall be filled for the remainder of the

unexpired term by a majority affirmative vote by the Board of Directors. Any such unexpired

term, which is for more than sixty percent (60%) of a term, shall be considered a full term.

Section 5. REMOVAL

A. Any Officer or Director who ceases to be a member in good standing shall be considered to

have vacated his office or directorship.

B. Any Officer or Director may be removed, for a cause by a majority vote of the members, a

quorum being present, at any special meeting of the members called for that purpose. The

Secretary, or another member of the Board, shall provide a written notice to all members at

least fifteen (15) days in advance of the meeting, stating the purpose of the meeting. The

quorum for such a meeting shall be not less than twenty percent (20%) of the members in

good standing.

Section 6. RESIGNATION. Any Officer or Director may resign his office at any time by providing

notice to the Board of Directors, the President or the Secretary. Such resignation shall take

effect at the time of the receipt, or at any later time specified therein. Formal acceptance of

such resignation shall not be necessary to make it effective.

Section 7. COMPENSATION. No Officer or Director shall receive compensation for any service he may

render to the Corporation. He may, however, on approval of the Board of Directors, be

reimbursed for the actual expenses incurred in the performance of his duties.

Section 8. DUTIES OF THE BOARD OF DIRECTORS. The Board of Directors shall have the duty to:

A. Exercise, the Corporation, all powers, duties, and authority vested in the Corporation and

not reserved exclusively to the will of the membership by other provisions of these By-

Laws or the Articles of Incorporation.

B. Prepare and present to the membership for approval, rules and regulations for the control

and conduct of the Club’s affairs, business, and activities, for the use of its property and for

the personal conduct of the members and their guests.

C. Provide for the general supervision, management and maintenance of the Club’s property,

business affairs and activities, ensuring at all times that any and all activity strictly

complies with the laws of Arizona respecting a non-profit organization.

D. Procure and maintain adequate liability and hazard insurance on property owned by the

Club.

E. Ensure that the Club’s Treasurer, and any other member handling Club funds, is properly

bonded, as it may deem necessary.

Section 9. DUTIES OF THE OFFICERS. The duties of the Officers shall be as follows:

A. PRESIDENT. The President shall be the Chief Executive Officer of the Corporation and,

with the approval of the Board of Directors, shall have general direction of the business

Page 7 of 11

Revised February 2022

and affairs of the Club. He shall preside at all meetings of the members and of the

Directors. He shall sign and execute, in the name of the Corporation, all contracts and

other documents or instruments authorized by the Board of Directors, except in those cases

where this duty may be expressly delegated by the Board to some other officer or member.

VICE-PRESIDENT. The Vice President shall act in place and stead of the President, in

the event of his absence, inability or refusal to act, and shall exercise and discharge such

other duties as may be required of him by the Board. He shall serve as Program

Committee Chairman.

SECRETARY. The Secretary shall keep or cause to be kept the minutes of meetings of the

members and of the Board of Directors; shall take count of all members present in person

or by proxy at each business or special meeting to determine if a quorum is present and

shall advise the presiding officer thereof; shall see that all notices, as necessary, are given

in accordance with the provisions of the Articles of Incorporation and these By-Laws; shall

have custody of all books, records, and papers of the Corporation, except such as shall be

in charge of some other person authorized to have custody and possession thereof; shall

have custody of the seal of the Corporation and shall, as may be required, affix said seal to

all written instruments. The Secretary shall provide a copy, preferably typewritten, of the

minutes of all membership meetings to the Editor of the bulletin.

TREASURER. The Treasurer shall have charge and custody of, and be responsible for, all

funds and securities of the Club; shall deposit all such funds, in the name of the Club, in

such banks or depositories as shall be selected from time to time by resolution of the Board

of Directors; shall give, a report of the Club’s finances at the January Business Meeting,

prior to the installation of officers, and at other times as requested by the President; shall

sign all checks on the Club’s bank accounts and shall ensure that expenditures are made

only for those amounts budgeted or otherwise approved by a responsible officer or agent of

the Club, with the proviso that any non-budgeted expenditure over five-hundred dollars

($500.00) must first be approved by a majority of the members present in person or by

proxy at a regular or special meeting, a quorum being present.

ARTICLE VI - NOMINATION AND ELECTION OF OFFICERS AND DIRECTORS

Section 1. NOMINATION. Nominations for election of Officers and for Directors shall be made by a

Nominating Committee. Nominations may also be made from the floor at the Annual Meeting

or by proxy. Only members in good standing may be nominated.

Section 2. NOMINATING COMMITTEE. The Nominating Committee shall consist of a Chairman, who

shall be a member of the Board of Directors, and two (2) or more other members in good

standing of the Club.

The Nominating Committee shall be appointed by the President, who shall not be a member,

and approved by the Board of Directors at least one (1) week prior to each Annual Meeting, to

serve from the close of such meeting until the close of the next Annual Meeting. (The

Committee, so appointed, in effect, provides nominations for election one year after its

appointment.)

The Committee shall nominate one person for each office and for each vacancy on the Board

of Directors. The Committee’s nominations shall be listed on the proxy statement sent to each

member in good standing along with the notice of the Annual Meeting. Members of the

Nominating Committee shall not be precluded from being nominated.

Page 8 of 11

Revised February 2022

Section 3. ELECTIONS. At the appropriate place in the agenda of the Annual Meeting, the President

shall ask the Chairman of the Nominating Committee to read the Committee’s

recommendations; the report does not require acceptance. He then shall ask for any

nominations from the floor and shall inquire of the Secretary as to any nominations submitted

by proxy, with such nominations being treated as nominations from the floor.

Those votes cast by proxy shall be counted as cast and all proxies not indicating a preference,

shall be voted as determined by a majority vote of the Board of Directors or by the member

present who may have been delegated in writing to do so by the proxy voter.

If there are no nominations by proxy or from the floor, the President shall declare nominations

closed and shall ask for a voice vote to declare those nominated by the Committee elected.

If there are additional nominations from the floor or by proxy, the election of officers and

directors shall be by secret ballot. Each person present shall be given a ballot and shall cast

one (1) vote for each candidate for office and for each Director’s position. The ballots, as

collected, shall be placed in a sealed box and the President shall appoint three (3) tellers, not

nominees, to count them. The tellers shall count the ballots and the votes cast by proxies,

obtaining the proxies from the Secretary. The tally of all votes shall be given to the President

for announcement to those present. Each nominee, receiving a majority of votes cast shall be

declared elected.

Section 4. INSTALLATION. The persons elected at the Annual Meeting in December shall be installed

and take office at the first business meeting in January of the following year.

Section 5. TERMS OF OFFICE. The term of an officer shall be for one (1) year, to run from January

first (1^st) through December thirty-first (31^st) or until his successor has been duly elected and

installed. The terms of office for Directors shall be as stated in Article V, Section 2 of these

By-Laws.

ARTICLE VII - INITIATION FEE, DUES AND ASSESSMENTS

Section 1. INITIATION FEE. There shall be an initiation fee of five ($5.00) charged to each prospective

member at the time of application for membership.

Section 2. DUES.

A. The annual dues for members shall be determined from time to time by a majority vote of

the members at any Regular Meeting

B. If a Special Meeting is called for the purpose of revising the dues, such intent shall be

indicated by a ten (10) day prior written notice sent to all members.

C. New membership dues shall be prorated and determined by the quarter joined.

D. Dues shall be due and payable on January 1st of each year. If they are not paid by the last

day of January, membership shall be automatically terminated.

Section 3. ASSESSMENTS. Special assessments, if any, shall be as determined by a majority vote, a

quorum being present, of the members at any Regular Business Meeting or Special Meeting,

called for the purpose. A written notice, stating the purpose of the meeting, shall be sent to the

members in good standing at least ten (10) days prior to the date of the meeting.

ARTICLE VIII - COMMITTEES

Page 9 of 11

Revised February 2022

Section 1. STANDING. The Standing Committees of the Club shall consist of:

Advertisement (Acquisition)

10. Historian

Audit (Financial)

11. Library

Budget

12. Membership

Bulletin

13. Nominating

Class Registration

14. Photography

Communications (Telephoning)

15. Programs

Correspondence

16. Refreshment and Hospitality

Field Trips

17. Show

Grounds & Buildings

18. Workroom Coordinator

The powers and duties of the Standing Committees shall be as set forth in these By-Laws or as

established by the Board of Directors, as the needs of the Corporation may dictate from time to time.

Section 2. SPECIAL OR TEMPORARY. Special or temporary committees, as deemed appropriate, may

be appointed from time to time by the Board of Directors to assist it in the carrying out of its

duties.

Section 3. APPOINTMENT AND STRUCTURE. The chairman of all committees shall be, except as

otherwise noted in these By-Laws or other Board approved Club documents, appointed by the

President, with the approval of the Board. Each committee shall consist of the chairman and

two (2) or more other members which, if desired, may be appointed by the chairman of the

committee.

ARTICLE IX - CORPORATE SEAL

The Corporation shall have a Corporate Seal as shown at the right of this article.

ARTICLE X - AMENDMENTS OR REVISIONS

These By-Laws may be amended or revised, at any Regular Business Meeting or Special Meeting of the

members, by an affirmative vote of one-third (1/3) of the members in good standing in person or by

proxy. The quorum required for such a meeting shall be not less than fifteen percent (15%) of the voting

members. The By-Law changes shall be presented to the President for review by the Board of Directors

and shall then be provided to all members in good standing with the written call for the meeting at least

ten (10) days prior to the date of the meeting at which they will be considered.

Page 10 of 11

Revised February 2022

ARITCLE XI - INDEMNIFICATION

The Corporation shall indemnify each of its officers, directors and duly appointed committee members

against any expenses incurred by them, including legal fees or judgment penalties, rendered or levied

against them while acting within the scope of their duties. The Board of Directors shall, however,

determine, in good faith, that such person did not willfully act, or fail to act, in a manner so as to involve

gross negligence or fraudulent or criminal intent in regard to the matter involved in the action. This

indemnification is intended to create the maximum indemnity permitted pursuant to Arizona Revised

Statutes 10-005, and at the same may be amended from time to time.

The foregoing right of indemnification shall not be exclusive of other rights to which any such person

shall be entitled as a matter of law.

ARTICLE XII - DISSOLUTION

If at any time there is a consideration of dissolving the Club, such consideration should first be thoroughly

discussed by the Board of Directors for presentation to the membership at a Regular or Special Meeting of

the membership. Notice of any such meeting should be given to the membership by personal letter at

least thirty (30) days in advance. Deliberation of this matter shall be discussed at least three (3) Regular

or Special Meetings called for this purpose. A quorum for such a meeting shall be 50 percent (50%) of

the members in good standing in person or by proxy. An affirmative vote of at least two-thirds (2/3) of

the entire membership in good standing shall be required to permit such dissolution.

Upon dissolution of the Corporation, all monies, properties, and other assets belonging to it shall be given

to other organizations having like or similar purposes at the direction of the Board of Directors. Such

organizations shall include those qualifying under Section 501-(CO)-(3) of the Internal Revenue Code.

ARTICLE XIII - CLUB FACILITIES

The Club facilities and equipment shall be available to the membership at times when they can be

supervised by qualified voluntary persons. Nominal fees may be charged for the use of such facilities and

equipment.

ARTICLE XIV - EDUCATIONAL FUND

An Educational Fund may be created each year, by action of the Board of Directors, in an amount to be

determined by the Board, no later than March each year. Such fund may be given to any educational

institution (college, secondary, or elementary) for the purpose of furthering the education of students in

the fields of mineralogy, geology and the lapidary arts. Equipment may be given in lieu of funds and the

need shall be determined by a committee of the Board of Directors.

Page 11 of 11

Revised February 2022