Old Pueblo Lapidary Club, Inc.
Old Pueblo Lapidary Club
3118 North Dale Avenue
Tucson, Arizona 85712
Phone (520) 323-9154
Revised December 2007
Revised March 2018
Revised February 1, 2022
Table of Contents of By-Laws of the Old Pueblo Lapidary Club
Article I
Article II
Article III
Section 1.
Section 2.
Classes of Membership
Section 3.
Voting Privilege
Section 4
Membership Suspension or Termination
Section 5
Member Financial Obligation for Damage of Equipment
Section 6
Member Waiver of Liability
Article IV
Meetings of Members
Section 1.
Rules of Order
Section 2.
Time and Place
Section 3.
Annual Meeting
Section 4.
Regular Business Meeting
Section 5.
Demonstration/Instructive Meetings
Section 6.
Limitation on Actions
Section 7.
Special Meetings
Section 8.
Section 9.
Article V
Section 1.
Section 2.
Executive Responsibility
Section 3
Board of Directors Meetings
Section 4.
Section 5.
Section 6.
Section 7.
Section 8.
Duties of the Board of Directors
Section 9.
Duties of Officers
Article VI
Nomination & Election of Officers & Directors
Section 1.
Section 2.
Nominating Committee
Section 3.
Section 4.
Section 5.
Terms of Office
Article VII
Initiation Fee, Dues, and Assessments
Section 1.
Initiation Fee
Section 2.
Section 3.
Article VIII
Section 1.
Section 2.
Special or Temporary
Section 3.
Appointment and Structure
Article IX
Corporate Seal
Article X
Amendments or Revisions
Page 11
Article XI
Page 11
Article XII
Page 11
Article XIII
Club Facilities
Page 11
Article XIV
Educational Fund
Page 11
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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.
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,
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
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.
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.
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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
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.
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.
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Members name: ______________________
Members Telephone Number: ______________________
Members Emergency Contact Name: ______________________________
Members Emergency Contact Number: ________________________________________
Members signature: ___________________________Date: ______________________
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 (2nd)
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 (2nd) 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
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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.)
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.
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.
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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
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
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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.
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
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.
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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 (1st) through December thirty-first (31st) 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
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.
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Section 1. STANDING. The Standing Committees of the Club shall consist of:
Advertisement (Acquisition)
10. Historian
Audit (Financial)
11. Library
12. Membership
13. Nominating
Class Registration
14. Photography
Communications (Telephoning)
15. Programs
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
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
The Corporation shall have a Corporate Seal as shown at the right of this article.
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.
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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.
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.
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
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.
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