Revised 10/12/2006

Section 1. Name. The name of the organization shall be the Alabama Designer/Craftsmen, Inc. (hereinafter called "AD/C").

Section 2. Purpose. AD/C is organized to acquire, accept, administer and disburse funds and property which shall be devoted exclusively to charitable, scientific, literary or educational purposes of charitable foundations, all of which shall be consistent with the public interest. Without limiting the foregoing, AD/C may sponsor and promote craft shows and exhibits; may encourage a wide appreciation and preservation of traditional crafts, may promote appreciation of the aesthetic value of crafts as well as the utilitarian function; may encourage creative and personally expressive design using contemporary as well as traditional crafts media; may raise, promote and maintain standards of design and craftsmanship; may provide an organization for inspiration, cooperation, and exchange of information among Alabama craftsmen and others interested in fine crafts; and may publish and disseminate literature and materials pertaining to fine crafts.

Section 3. Offices. The location of AD/C's principal office shall be fixed by the Chief Executive Officer of AD/C. The registered office may be, but shall not be required to be, the same as the principal office.

Section 4. Seal. The corporate seal, in the form as shown, shall be in the possession of the Secretary of AD/C. It may be used for marking all official documents and correspondence, including, but not limited to, certificates of merit of accomplishment, certification of resolutions, and the like, In the absence of the seal, the word "SEAL" written beside the name of AD/C shall serve as the corporate seal.

Section 5. Notice. Any notice required to be given to the Members shall be deemed given if published in the newsletter. If notice is given by such publication, the date of giving notice shall be three (3) days following the date of mailing. Notice may also be given by letter addressed to the Members. If such letter is sent first class mail, the date of notice shall be the date of mailing. Otherwise, the date of notice shall be three (3) days following the date of mailing.

Section 1. Members. Membership in AD/C shall be contingent on payment of annual dues. There shall be one (1) class of members (herein called "Members") who shall be all persons who pay dues annually. Each member shall have one (1) vote in AD/C matters and receive a copy of each newsletter. Membership is comprised of Alabama residents who acknowledge and uphold the purposes, policies and standards of AD/C. Membership is not limited to practicing craftsmen. A member may retain membership if he/she moves out of state.

Section 2. Dues. The dues of AD/C shall be paid annually for each Membership Year. Dues shall be set by the Executive Committee. Dues shall be due and payable in January of each year and delinquent after March 15. New members joining after September 1 may retain or pay one-half the annual fee.

Section 3. Membership Year. The membership year shall run from January 1 of each year to December 31 of such year.

Section 5. Votes. Each dues-paid member shall have one (1) vote. Any member of AD/C may give a proxy vote to any other member with direction or discretion, provided that the document is dated and signed. Any proxy is automatically revoked upon physical appearance of the proxy-giver at the meeting for which proxy is given. Mail ballots, published in the newsletter, may be used for election of officers and amendments to the By-laws.

Section 6. Quorum. The number of dues paid members present at any meeting shall constitute a quorum. Any action required or allowed by the members shall be taken by a majority of those present at a duly constituted meeting.

Section 1. Creation and Authority. The Executive Committee shall be one of the standing committees of AD/C. It shall have and may exercise the full authority of AD/C and shall carry out the day to-day business.

Section 2. Appointment. The Executive Committee shall consist of (6) members who shall be: the President, the Vice-President, the Second Vice-President, the Secretary, the Treasurer, and the Assistant Treasurer.

Section 3. Meetings. Meetings of the Executive Committee may be held at such time and place as the President may designate. Special meetings of the Executive Committee may be called by any member thereof upon not less than two (2) days notice stating the place, date and hour of the meeting. Any meeting may be conducted by telephone conference call at the discretion of the President.

Section 4. Action Without Meeting. Any action that may be taken by the Executive Committee may be taken without a meeting if a written consent setting forth the action be signed by all members of the Committee.

Section 5. Quorum. A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business at any meeting. Any action by the Executive Committee shall be by a majority of those present at the meeting.

Section 6. Records. The Executive Committee shall keep regular minutes of its proceedings and report the same at the next regular meeting of AD/C following the Executive Committee proceedings.

Section 1. Designation and Duties, Designation and duties of officers of AD/C are as follows:

(a) President. The President shall be responsible for calling and presiding over meetings, assigning duties, and overseeing the work of the committee members and shall be the Chief Executive Officer of AD/C. The President will also conduct meetings of the Standards Committee and will also be responsible for maintaining a policy manual for member reference.

(b) Vice-President. The Vice-President shall perform all duties of the President in his/her absence or during his/her inability to act. The Vice-President shall also be responsible for the programs at the monthly meetings and arrange for meeting locations.

(c) Second Vice-President. The Second Vice-President shall arrange hospitality for the meetings and other AD/C events and shall assist the Vice-President.

(d) Secretary. The Secretary shall be responsible for keeping minutes of all regular and special membership meetings and all meetings of the Executive Committee. The Secretary shall also be responsible for correspondence on behalf of AD/C.

(e) Treasurer. The Treasurer shall have custody of the money and securities of AD/C; shall receive and disburse its funds, as prescribed by the membership; and shall submit to the annual meeting of Members an accurate statement of the financial affairs of AD/C and such other reports as may be required. The Treasurer shall submit all records for an annual audit to be made by three (3) members who are not serving as officers or an independent public accountant no later than three (3) months after the close of AD/C's fiscal year.

(f) Assistant Treasurer. The Assistant Treasurer shall assist the Treasurer as necessary and will serve as Treasurer Elect.

Section 2. Election and Term. The officers will be elected at the December meeting. They will take office immediately upon election and serve a term of one year. If, for any reason, an officer is unable to complete his/her term, the Executive Committee shall appoint a member to the unexpired term.

Section 1. Standing Committees. The standing committees shall consist of the following:

(1) Executive,
(2) Standards,
(3) Membership,
(4) Newsletter,
(5) Public Relations,
(6) Development,
(7) Nominating, and
(8) Advisory.

The Chairperson of each standing committee shall be appointed by the President. The Chairperson of each committee may appoint members to assist him/her except the Nominating Committee.

Section 2. Standards Committee. Members of the Standards Committee shall represent the media categories of clay, wood, fiber, fabric, glass, metal, paper, and others. The Standards Committee is committed to upholding and maintaining the purposes of AD/C as stated in Article 1, Section 2, of this document. The President of AD/C shall serve as the Chairperson of the Standards Committee.

Section 3. Membership Committee. The Membership Committee shall be responsible for membership recruitment and membership renewal and maintain an up-to-date membership list. He/she shall prepare the membership roster for distribution at the March meeting.

Section 4. Newsletter Committee. The Newsletter Committee shall be responsible for publishing and distributing a monthly newsletter to AD/C members for the purpose of informing members of events and developments in the area of crafts and fostering communication between individuals and groups involved in the crafts field.

Section 5. Public Relations Committee. The Public Relations Committee shall promote the shows and exhibits sponsored by AD/C and promote the development of fine arts.

Section 6. Development Committee. The Development Committee shall be responsible for fund raising.

Section 7. Nominating Committee. The Nominating Committee is composed of four (4) persons appointed by the President. They shall select a slate of officers and present them at the November meeting.

Section 8. Advisory Committee. The Advisory Committee is composed of all past presidents of AD/C. They shall meet at least once a year and report to AD/C at the annual meeting.

Section 9. Term. All committees shall be filled annually by appointment of the Committee Chairman with the exception of the Nominating Committee. Committee members shall serve for the same term and upon the same conditions as officers.

Section 1. Fiscal Year. AD/C's fiscal year shall run from January 1 through December 31 of each year.

Section 2. Budget. The budget shall be presented annually to the membership by the Treasurer for its approval. It shall include itemization of anticipated sources and uses of funds.

Section 3. Expenses. Reimbursement for any expense incurred while carrying out AD/C's business will be made upon presentation of an itemized statement of said expense to the Treasurer.

Section 4. Signature. Any agreement notes, drafts, or contracts shall normally require the signature of any one officer or as otherwise approved by the Executive Committee.

Section 5. Indemnity. AD/C shall indemnify and hold harmless its officers, employees, agents, or other persons to the full extent of its rights and powers to do so as provided by the present and future laws of the State of Alabama. AD/C may purchase and maintain insurance on behalf of any person within the coverage of this Section against any liability asserted against him/her or incurred by him/her in any capacity on behalf of AD/C which would be included in this Article, or arising out of his/her status as such a person, whether or not AD/C would have the power to indemnify him/her against such liability under the present and future laws of the State of Alabama.

Article VII