Article I - Officers

Section 1.

The elected officers of the Guild shall be the President, President-Elect, Past President, Vice President, Treasurer, Membership Director, Secretary, Outreach Director and Education Director. This unit shall constitute a Board of Directors and shall appoint as needed a Journal Editor, Archivist, Historian, Annual Meeting Director, Workshop Director, Social Media Coordinator, Nominating Committee, and any other committee/coordinator as deemed necessary for the advancement and teaching capabilities of the Guild.

Section 2.

The President shall serve for a term of two years, be the chairperson of the Board of Directors, shall preside at meetings of the Guild and shall have the powers and duties usually appertaining to such office with the exception of those assigned by the Constitution to the Board of Directors.

Section 3.

The President-Elect shall serve for a term of one year before assuming the responsibilities of the Presidency. The President-Elect shall be a voting member of the Board of Directors and become familiar with the duties of the President.

Section 4.

The Past President shall remain a voting member of the Board for a period of one year to act as an advisor.

Section 5.

The Vice President shall serve for a term of two years, shall act in the place of the President when absent, be Vice Chairperson of the Board of Directors, shall become President in the event of the resignation or disability of the President and shall assist the President in the performance of the Presidential duties. The Vice President shall act as liaison between the Board of Directors and the Annual Meeting Planning Committee. The Vice President shall be a member of all Editorial Boards and solicit articles.

Section 6.

The Treasurer shall serve for a term of two years, be responsible for the funds of the Guild, oversee payment of bills that have received the approval of the Board of Directors, shall maintain a bank account in the name of and to the credit of the Guild, report annually to members, and shall keep (or cause to be kept) complete records of the business of the Guild so that financial conditions may be ascertained at any time.

Section 7.

The Membership Director shall serve a term of two years, be responsible for the development and recruitment of new and expired membership, and act as liaison between the Chapters and the Board of Directors.

Section 8.

The Secretary shall serve a term of two years, handle inquiries directed to the Guild that are not handled by staff. The Secretary shall be responsible for ensuring that the minutes of the Board of Directors and General Business Meetings are recorded.

Section 9.

The Education Director shall serve a term of two years, shall be responsible for overseeing all Guild workshops not associated with the GNSI Conference and shall Chair the Education Committee, particularly during the review of Education Funding applications.

Section 10.

The Outreach Director shall serve a term of two years, shall be responsible for overseeing all GNSI publicity and publishing. The Outreach Director oversees and coordinates with two subcommittees: the Journal Editor and the Social Media Coordinator.

Section 11.

Historian shall keep all historical documents and records of the Guild.

Section 12.

All officers shall be invested with such powers and duties as is necessary to carry out their responsibilities. The Board of Directors may make changes to their duties and responsibilities at any time.

Section 13.

In case of absence or disability of the President and Vice President, the succession of officers to act as President until a new election can be held is as follows: President-Elect, Treasurer, Membership Secretary, Secretary, Education Director.

Section 14.

Vacancies occurring in offices other than those of President and President-Elect may be filled by vote of the Board of Directors until the next annual election.

Article II - Board of Directors

Section 1.

The Board of Directors shall be composed of all elected officers of the Guild. The Board of Directors shall be the governing body of the Guild, and vested with authority and responsibilities as stated in this Constitution and By-Laws to achieve the goals and purposes of the Guild as set forth in Article II of the Constitution.

Section 2.

The Board of Directors, in exercising its authority and carrying out its responsibilities, shall make its decisions based on a majority vote of the Board of Directors at a meeting in person or via teleconference, except that 6 votes must be obtained to pass the following items:

• A) votes to raise or lower dues;
• B) votes for dissolution and funds disbursement;
• C) votes to change the Constitution or By-Laws;
• D) votes to form or dissolve a chapter;
• E) votes on executive office vacancies.

In case of a motion lost due to a tie vote, the motion can be brought forward again at any time with new information or a suggested compromise. If that does not break the tie, the Board can request a GNSI member, such as a past president not currently sitting on the Board, to vote and break the tie. Choice of a member will be by a majority vote.

In lieu of a meeting, the Board of Directors may exercise its authority if all members of the Board of Directors consent in writing to taking the action without a meeting and to approving the specific action.

Section 3.

Meetings of the Board of Directors shall be called by the President at regular intervals during the year or as need requires. The meetings may be by telecommunication or in person. It is the responsibility of the Board of Directors to publish the meeting minutes of the Annual Meeting online and/or in print.

Section 4.

The Board of Directors shall be responsible for notifying members and performing other legal matters in the event of the dissolution of the Guild as an operating organization. All funds remaining in the Guild treasury shall be dispersed as determined by the Board of Directors in compliance with the rules and regulations governing non-profit organizations.

Article III - Election of Officers

Section 1.

All officers shall be elected by ballot with an affirmative majority of votes cast by the voting members (regular or honorary) electing the officers. Such elections shall be held every two years, the President Elect (who serves only one year) alternating with the rest of the Board.

Section 2.

In determining names to be placed on the ballot, the Board of Directors shall receive the names of nominees submitted in writing or nominated at an official Guild meeting. The Board of Directors will place on the ballot in alphabetical order those names proposed for each position of the Board of Directors. The membership may write in a preferred or additional choice if they so wish.

Section 3.

Ballots shall be sent to all voting members with instructions for casting of ballots by mail, online, or in person. Ballots must be received by midnight sixty days after the ballots are sent. Votes will be counted and election results will be published.

Article IV - Meetings

Section 1.

Annual Meetings of the Guild shall be held in a place and at a time designated by the Board of Directors. Notice shall be given to the entire membership at least sixty days prior to each annual meeting. At each annual meeting the President shall make full reports on all matters pertaining to their respective offices.

Section 2.

All meetings of the Guild shall be governed by the Parliamentary rules and usages contained in the then current edition of Robert's Rules of Order.

Article V - Amendments of the By-Laws

Section 1.

The Board of Directors shall provide By-Laws governing the activities, policies, and administration of the Guild. A By-Law shall become effective following a positive vote of six members of the Board of Directors.

Section 2.

Any By-Law so put into effect may be rescinded by the same process - after approval and entry of deletion is made giving reference to the number of the By-Law and its entry date.

Section 3.

Notice must be given to the full membership of each By-Law entered or deleted.

Section 4.

Any member in good standing may suggest an amendment in writing to the Board of Directors.

Article VI - Chapters

Section 1.

Members may organize into chapters in order to promote the purposes of the GNSI, Inc. as set forth in Article II of the Constitution. Members desiring to organize a chapter must make application to the Board of Directors of GNSI, Inc. for recognition, and must comply with standards and qualifications for chapters formulated by the Board of Directors and adopted by the GNSI, Inc. membership.

Section 2.

Each chapter shall have a Constitution and By-Laws approved by the Board of Directors and shall manage and govern its affairs on a local level subject to conformity with the By-Laws of the GNSI, Inc. and the standards and qualifications for chapters.

Section 3.

A minimum of five GNSI members is needed to form a chapter. Members at large are not required to join a chapter, nor are they limited to membership in only one chapter.

Section 4.

A chapter shall hold a minimum of 3 meetings per year. Chapters shall elect local officers including a President and Secretary/Treasurer and any others they may need. Only members who are GNSI, Inc. due-paying members shall have the right to run for or vote in any election for chapter offices or vote on GNSI, Inc. policy. A chapter must make a report of its members and all activities of its Treasury on an annual basis to the Board of Directors including a detailed account of activities funded through GNSI, Inc.

Section 5.

Chapters shall have a right to petition GNSI, Inc. for monies for educational purposes. These funds will be awarded upon approval of an educational funding application.

Section 6.

No chapter or individual member shall have the right to incur any debt nor take any action on behalf of the GNSI, Inc. except with prior written authorization of the Board of Directors. Each use of the name or logo of the GNSI, Inc. for display or endorsement must have prior written authorization from the Board of Directors.

Section 7.

The Board of Directors may withdraw recognition from a chapter for failure to comply with the recognition standards or GNSI, Inc. By-Laws. Notice shall be given in writing to the chapter at least 60 days prior to withdrawal of recognition, and the Board of Directors are required to make a thorough investigation of the situation. Withdrawal of recognition shall require a majority vote from the members of the Board of Directors and shall become effective immediately upon notice of the decision.

Section 8.

A chapter from which recognition has been withdrawn may appeal the decision by filing a written request signed by a majority of the members of the chapter. The membership of the GNSI Inc. shall then establish procedures for hearing the appeal. The decision of the membership in the GNSI Inc. on an appeal shall be by majority vote.

Section 9.

All funds or any articles of value held by a chapter which has disbanded or from which recognition has been withdrawn shall be turned over to the Board of Directors, which shall determine their dispersal.

Article VII - Pluralism and Diversity

Section 1.

The Board will seek to promote pluralism and diversity among its membership.

Article VIII - Attendance and Meetings

Section 1.

The Board of Directors shall hold at least one (1) regular in-person meeting, with a majority of voting members attending, per calendar year.

Section 2.

Each director must attend a minimum of one Board meeting per year. If a director fails to meet this minimum, his or her office may be declared vacant by a majority of the Board for the remainder of the term. Attendance via real time communication (internet, telephone, audio/video hookup, etc.) shall be sufficient for purposes of meeting this requirement if agreed to by a Board majority.

Article IX - Conflicts of Interest

Section 1.

Existence of Conflict, Disclosure. A conflict of interest may exist when the direct, personal, financial interest of any director or officer competes with the financial interest of the Corporation. If any such conflict of interest arises with regard to a matter requiring action by the Board of Directors, the interested person shall call it to the attention of the Board of Directors and such person shall not vote on the matter. The fact that a director or officer is also a director or officer or member of a not-for-profit organization that obtains or seeks funds from institutions or individuals from which the Corporation also obtains or seeks funds from shall not by itself be deemed to be a conflict of interest. When there is a doubt as to whether any conflict of interest exists, the matter shall be resolved by a vote of the Board of Directors, excluding the person who is the subject of the possible conflict of interest.

Section 2.

Nonparticipation in Vote. The person having such a conflict shall not participate in the final deliberation or decision regarding the matter under consideration and shall retire from the proceedings. However, that person shall first provide the Board with any and all relevant information.

Section 3.

Minutes of Meetings. The minutes of the meeting of the Board shall reflect that the conflict was disclosed and that the interested person was not present during the final discussion or vote and did not vote on the matter.