CONSTITUTION And BY-LAWS Of the GRAPHIC ARTISTS GUILD, INC. 90 John Street New York, NY 10038 As Amended July, 1970 April, 1971 October, 1978 June, 1980 June, 1987 June, 1989 July 1, 1993 October 1, 1995 June, 1997 November, 1998 October, 1999 October, 2000 October, 2001 October, 2002 TABLE OF CONTENTS TABLE OF CONTENTS 2 ARTICLE I NAME AND SEAL; 4 Section 1. Name 4 Section 2. Corporate Seal 4 ARTICLE II PURPOSE AND OBJECTIVES; 4 Section 1. Purpose 4 ARTICLE III JURISDICTION; 4 Section 1. Jurisdiction 4 ARTICLE IV MEMBERSHIP; 4 Section 1. Eligibility for Status as Member 4 Section 2. Requirements of Membership 5 Section 3. Classification by Chapter and Professional Discipline; 5 Section 4. Associate Member Status 5 Section 5. Honorary Member 5 ARTICLE V GOVERNMENT 5 Section 1. International Government 5 A. International Board of Directors 5 B. International Executive Committee 6 C. International Officers 7 D. International Business Administration 7 Section 2. Chapter Government 7 A. Chapter Board of Directors 7 B. Chapter Officers 8 C. Chapter Business Administration 9 ARTICLE VI NOMINATIONS; ELECTIONS AND VOTING; RECALL; MEETINGS OF MEMBERS; RESOLUTIONS; 9 Section 1 Nominations 9 Section 2. Elections and Voting 10 Section 3. Recall 10 Section 4. Meetings of Members 10 Section 5. Resolutions 11 A. International: 11 B. Chapter: 11 ARTICLE VII REFERENDUM; STRIKE VOTE; COLLECTIVE BARGAINING; NO MAXIMUM RATE OF COMPENSATION; 11 Section 1. Referendum 1111 Section 2. Strike Vote 12 Section 3. Approval of Collective Bargaining Contracts 12 Section 4. No Maximum Rate of Compensation 12 ARTICLE VIII DUTIES OF OFFICERS; 12 Section 1. International Officers 12 A. President 12 B. Vice President 12 C. Secretary/Treasurer 12 Section 2. Succession of the International Officers 13 A. President 13 B. Vice President 13 C. Secretary/Treasurer 13 Section 3. Chapter Officers 13 A. President 13 B. Vice President 13 C. Secretaries 13 D. Treasurer 1313 E. Other Chapter Officers 14 ARTICLE IX SANCTIONS AGAINST MEMBERS; APPEALS; 14 Section 1. Sanctions Against Members 14 Section 2. Appeals 1414 ARTICLE X ENTRANCE FEE, DUES AND ASSESSMENTS; MAINTENANCE AND CHANGES OF MEMBERSHIP STATUS 15 Section 1. Entrance Fees, Dues and Assessments 15 Member: 15 Associate Member 15 Section 2. Member in Good Standing 1515 Section 3. Member in Arrears 1516 Section 4. Changes in Membership Status and Income 16 Section 5. Resignation 16 Section 6. Liability to the Guild 16 Section 7. Temporary Withdrawal; Associate Membership; 16 Section 8. Termination of Membership 16 ARTICLE XI RULES AND REGULATIONS; 1616 Section 1. Promulgation of Rules and Regulations 1616 Section 2. Notice of New Rules and Regulations 1617 ARTICLE XII CHARTERING OF CHAPTERS; TRUSTEESHIPS OF CHAPTERS; 17 Section 1. Chartering of Chapters 17 Section 2. Trusteeship of Chapters 17 ARTICLE XIII DISSOLUTION; PROPERTY RIGHTS; MERGER; 18 Section 1. Dissolution 18 Section 2. Property Rights 18 Section 3. Merger 18 ARTICLE XIV MISCELLANEOUS; 18 Section 1. Actions at Law or in Equity 18 Section 2. Severability 18 Section 3. Compensation 1818 ARTICLE XV NOTICE TO MEMBERS; 1818 Section 1. Notice 1818 Section 2. Newsletter 19 ARTICLE XVI AMENDMENTS; 19 Section 1. Methods for Amending 19 Section 2. Notice of Proposed Amendment 19 Section 3. Amendment to Voting, Recall, Special Meetings and Referendum Provisions 19 Section 4. Amendment to Strike Vote and No Maximum Rate Provisions 19 Section 5. Notice of New Amendments 1919 ARTICLE XVII STANDING COMMITTEES 1919 Section 1. Finance Committee 1919 Section 2. Membership Committee 1919 Section 3. Public Affairs Committee 1919 ARTICLE I NAME AND SEAL; Section 1. Name The name of this organization shall be Graphic Artists Guild, Inc., and shall hereafter be referred to as the Guild. Section 2. Corporate Seal The corporate seal of the Guild shall bear the name of the Guild and date of its formation. ARTICLE II Purpose and Objectives; Section 1. Purpose The purpose of the Guild is to pursue and accomplish the following aims and objectives: A. To unite within its membership all persons engaged in the professions, occupations and work processes falling within its jurisdiction. B. To represent those members for the purpose of collective bargaining; to secure for them equitable compensation and better working conditions. C. To promote and maintain high professional standards of ethics and practice and to secure the conformance of all buyers, users, sellers and employers to established standards. The Guild supports the articles of the Code of Fair Practice formulated by the Joint Ethics Committee as the expression of such professional standards of business relations. D. To advance and extend the economic and social interest of its members. E. To establish, implement and enforce laws, policies, general and specific agreements and contracts designed to accomplish these ends. F. To establish, conduct and maintain such educational, recreational, social and charitable enterprises as may assist in the advancement of its members and aid their general welfare. G. To cooperate and/or affiliate with other organizations or associations of similar interests who may assist in the accomplishment of these objectives. H. To promote and advance the interests of its members by such other actions, not inconsistent with this Constitution and By-Laws, as may be necessary and appropriate. I. To encourage and promote the establishment of the Guild as a national or an International organization by the formation of Chapters duly formed under this Constitution and By-Laws. ARTICLE III Jurisdiction; Section 1. Jurisdiction Section 1 Jurisdiction Area of Operation A. The Guild shall have exclusive jurisdiction over all derive its membership from among persons who are engaged or employed in the production of original creative works of art intended for graphic presentation either as originals or reproductions, including all persons who share a community of interests with otherwise eligible Guild members in an appropriate bargaining unit. B. Jurisdictional Guild functions shall include establishing fair fees, business procedures, and practices. C. Original creative works of art shall, without limiting, include illustrations, graphic designs, textile designs, needleart designs, computer graphics, cartoons, mechanical and production arts, photographs and photo re-touching and apprenticeships to these various categories. ARTICLE IV Membership; Section 1. Eligibility for Status as Member A. Any person, except as otherwise defined in this Section of this Article, regardless of race, gender or belief, actively engaged as a Graphic Artist, or who shares a community of interests with otherwise eligible Guild members, may upon application, fulfillment of membership requirements and approval of the International Board of Directors, become a Member of the Guild entitled to all of the rights, privileges and responsibilities of membership, except as otherwise expressly provided herein. B. A Graphic Artist whose earnings or income, in any form, derived from ownership in or management of a business or businesses which profit from buying and/or selling graphic art, exceeds his/her income or earnings derived from creative or productive activity as a Graphic Artist shall be ineligible to become a Member. However, such person may be eligible to become an Associate Member of the Guild. C. In no case shall a Member, having an interest in the ownership or management (excluding any profit sharing agreement) of the business organization with which the Guild seeks a collective bargaining agreement, be an active member of the Guild's bargaining unit with relation to that business organization. Such Member shall not be obligated to strike or withhold services, or be eligible to negotiate or vote in any action with respect only to any collective bargaining agreement or contract between the Guild and such business organization. This restriction does not prohibit continuous membership in the Guild during the period of negotiation, unless such Member chooses to represent management in the negotiation, in which case the Member shall be required to withdraw temporarily from active membership and become an Associate Member for the period of negotiations and shall be automatically reinstated at the conclusion of negotiations. The procedures set forth in Article X, Sections 4 and 7, shall apply to such temporary withdrawal. Section 2. Requirements of Membership A. Applicants for Member or Associate Member status shall complete and submit an application form along with payment for dues, initiation fee, and assessment, if any, to the International Office for approval by the International Board of Directors. B. Submission of an application shall signify the applicant's agreement with the purposes and objectives of the Guild, that he/she shall be bound by the Constitution and By-Laws and any other rules and regulations and policies of the Guild as are now in effect or may hereafter be established. C. Every Member or Associate Member of the Guild shall be bound by the provisions of all collective bargaining contracts in effect between the Guild and any employer or client as the same are or may hereafter be amended. Section 3. Classification by Chapter and Professional Discipline; A. Membership in the Guild constitutes membership in a Chapter of the Guild. All Members and Associate Members shall be classified as members of a Chapter of the Guild. For all purposes under the Constitution and By-Laws, Members and Associate Members shall be deemed members of the Chapter in which area they reside, or, if there is no Chapter in the area in which they reside, they shall be deemed Members and Associate Members of the At-Large Chapter. B. Whenever a member of the Guild changes permanent residence, he/she shall notify the International Office of such change, and effective the first day of the next ensuing month, he/she shall be deemed to be a member of the Chapter in which he/she newly resides, or if there is no Chapter in the area in which he/she newly resides, then he/she shall be deemed a member of the At-Large Chapter. C. All Members and Associate Members shall be classified by the major professional discipline or disciplines in which they perform as Graphic Artists and shall notify the International Office of changes in such professional disciplines. D. Questions of status or eligibility to vote shall be decided by the International Executive Committee. When requested by the International Executive Committee, a Member or Associate Member shall submit appropriate documentation verifying his/her status. E. Members may participate in the professional conferences and social events of all Guild Chapters. F. Membership in the Guild is non-transferable, except between Chapters as provided in Section 3(B) of this Article. Section 4. Associate Member Status A. A Graphic Artist not eligible for status as a Member or a Member on temporary withdrawal may become an Associate Member. A Graphic Artist having achieved age sixty-two (62) and having retired from the profession and desiring to retain links with the Guild and the profession may be eligible as an Associate Member, as may a full-time graphic arts student intending to enter the profession. Any person, other than a Graphic Artist, professionally active in an allied field may be eligible to become an Associate Member. B. An Associate Member may not hold International or Chapter office, nor vote in any Guild elections. An Associate Member shall be entitled to receive all other benefits and to participate in the social events and professional conferences of the Guild. An Associate Member shall have all responsibilities of membership. Section 5. Honorary Member The appropriate Board of Directors may confer the distinction of "Honorary Member" on any person who has performed distinguished service for the Guild or for the Graphic Art Professions. Such title, however, shall be purely honorary and Honorary Members are not members, either as the term is used in this Constitution and By-Laws or otherwise, and have neither the rights nor the obligations of membership. ARTICLE V Government Section 1. International Government A. International Board of Directors (1) The governing body of the Guild shall be the International Board of Directors (Board). The Board shall consist of the Representatives from each Chapter, the International Executive Committee and the International Officers. Chapters shall elect one (1) Representative for every two hundred-fifty (250) members or any fraction thereof, except that no Chapter shall have fewer than two (2) or more than eleven (11) Representatives. One (1) Representative from each Chapter shall be that Chapter’s President. (2) Chapter Representatives to the International Board of Directors shall be elected by October July 1 by their respective Chapter memberships and shall hold office for two (2) years or until their successors qualify. The term of office of all Chapter Representatives elected to the International Board of Directors shall commence on the date of the Annual International Convention except that for Chapter Representatives to the International Board of Directors from a newly chartered Chapter the term of office shall commence on the date of election in that year only, and the term of office shall be considered to be expanded by the fraction of the year occurring prior to the Annual International Convention. (3) The International Board of Directors shall have the power to declare vacancies in its own body and to direct the appropriate Chapter Board of Directors to designate replacements for the remainder of the unexpired term. (4) The Board shall hold a regular yearly meeting at such time and place and by such means as it shall designate by resolution. Any act, except as provided otherwise herein, shall be valid for all purposes if approved by the assent of a majority of the Board, with or without a meeting. All voting by the Board, either in person, by authorized proxy form, or by written assent, except as otherwise expressly provided herein, shall be conducted after sufficient time of no less than five (5) calendar days has been allowed for due consideration by all members of the Board. (5) The International Board of Directors may promulgate resolutions, policies and procedures to exercise its authority not inconsistent with any provision of the Constitution and By-Laws. (6) The Board shall formulate and make uniform all general policies and procedures of the Guild. The Board shall set strategic goals and establish priorities through the adoption of the annual budget. Interpretation of the Constitution and By-Laws and Rules and Regulations shall rest in the International Board of Directors. (7) Except as otherwise provided in this Constitution and By-Laws, the general management and control of the affairs, funds and property of the Guild, locally and internationally, shall be vested in the International Board of Directors. It shall control the disbursement of all funds of the Guild, and the International Secretary/Treasurer shall make no disbursements without the authorization of the Board. (8) Collective bargaining contracts and agreements shall be considered, primarily, a function of the total Guild and the formulation of all collective bargaining contracts, agreements and proposals shall be coordinated and approved by the International Board of Directors, and in connection therewith the International Board of Directors may consult such committees and groups of members as it shall deem appropriate. Such prerogative shall not be construed to prohibit independent action on collective bargaining proposals by a Chapter of the Guild when approval for such has been given by the International Board of Directors. (9) The Board may appoint committees to serve at its pleasure. The Board may temporarily delegate any of its powers and duties to committees or officers but such delegation shall be revocable by the International Board of Directors at any time. The Board shall appoint Chairs to the standing committees of the Guild, unless otherwise provided in this Constitution. The Board shall monitor the conduct and progress of all standing and special committees. (10) A majority of members of the International Board of Directors shall constitute a quorum. For the purpose of determining a quorum, vacancies in the International Board of Directors shall not be counted. B. International Executive Committee (1) The International Executive Committee (Executive Committee), shall consist of the International Officers, the chairs of the Membership, Advocacy, and Communications committees and five (5) three (3) members in good standing elected by the Board. The immediate Past-President shall serve as a non-voting member of the Executive Committee, unless he or she has been duly elected to the Executive Committee. (2) Three (3) Two (2) members of the Executive Committee shall be elected by the Board at the Annual International Convention in even numbered years, and two (2) one (1) members of the Executive Committee shall be elected by the Board in odd numbered years. Their term of office shall be for two (2) years or until their successors qualify. The term of office of all members of the Executive Committee shall commence on the January 1 following their election. If Executive Committee Members are not elected Directors to the International Board, they shall, nevertheless, serve on the Board during their terms of office and the Board shall be deemed enlarged accordingly. (3) The Executive Committee shall have the power to declare vacancies in its own body and may appoint a successor to fill the unexpired term until the next Annual International Convention regardless of the length of the unexpired term. (4) The Executive Committee shall hold regular quarterly meetings at such time and place and by such means as it shall designate by resolution. Any act, except as provided otherwise herein, shall be valid for all purposes if approved by the assent of a majority of the Executive Committee, with or without a meeting. All voting by the Executive Committee, either in person, by authorized proxy form, or by written assent, except as otherwise expressly provided herein, shall be conducted after sufficient time of no less than five (5) calendar days has been allowed for due consideration by all members of the Executive Committee. (5) The Executive Committee is responsible for the formulation and preparation of proposals and resolutions to be submitted for approval to the Board, subject, however, to the right of referendum as set forth in Article VII, Section 1. The Executive Committee shall formulate and make uniform all specific procedures related to Guild policies. The Executive Committee may not exercise any authority inconsistent with any provisions of the Constitution and By-Laws. (6) The Executive Committee shall be responsible for the review, oversight and implementation of the International budget adopted by the International Board of Directors. Between meetings of the Board, the Executive Committee may authorize specific and special expenditures consistent with the budget and not to exceed the amount then established by the Board. (7) The Executive Committee may recommend to the Board the appointment of Committees and their specific charges and mandates within the framework of the Guild’s strategic goals and objectives. The Executive Committee shall monitor the conduct and progress of the Committees and the International Officers. (8) A majority of Members of the Executive Committee shall constitute a quorum. For the purpose of determining a quorum, vacancies in the Executive Committee shall not be counted. C. International Officers (1) The International Officers of the Guild shall be a President, Vice President, and Secretary/Treasurer (Officers). Only Full Members in good standing shall nominate, be nominated or vote for Officers, who shall be elected in May or June and whose terms shall commence on the January July 1 following their election for a period of two (2) years or until their successors qualify. Officers may not hold a concurrent seat on the Executive Committee. If Officers are not elected Directors to the International Board, they shall, nevertheless, serve on the Board during their terms of office and the Board shall be deemed enlarged accordingly. The International Officers shall be ex officio members of all committees created by the International Board of Directors. Officers shall serve as delegates to Conventions of any Affiliates. (2) The Officers shall be responsible for monitoring the activities of the Staff, and guiding the Executive Committee. The Officers shall have no authority, as a body by itself, to make determinations or decisions regarding international policy or procedures, which authority shall be the prerogative of the International Board of Directors, the Executive Committee or the membership of the Guild. The Officers shall convene, confer and communicate by direction of the President at such times and by such methods as are deemed useful and necessary to the performance of its functions for the International Board of Directors. Sufficient notice of such meetings or conferences shall be given to all Officers. (3) Between meetings of the International Executive Committee, the Officers shall have the authority to authorize expenditures consistent with the budget and not to exceed the amount then established by the International Board of Directors or Executive Committee. D. International Business Administration (1) The International Board of Directors shall appoint an International Executive Director of the Guild. The International Board of Directors shall approve by resolution the titles to be given to other administrative staff and assistants. (2) The International Executive Director shall conduct the business administration of the Guild under the direction of the International Executive Committee as hereinbefore provided, and the International Board of Directors. It shall be a duty of the International Executive Director to attend all meetings of the International Board of Directors. (3) The terms of the contract between the International Executive Director and the International Board of Directors and the salary payable shall be subject to approval by the International Board of Directors. (4) The International Executive Director shall have the authority to hire staff; the number of positions and salaries of such staff shall be approved by the International Board of Directors. (5) The International administrative staff need not be members of the Guild and shall hold their positions at the pleasure of the International Board of Directors. (6) The salaries and other operating expenses of the International Office of the Guild shall be derived from the International treasury and approved by the International Board of Directors. Section 2. Chapter Government A. Chapter Board of Directors (1) The governing body of each Chapter of the Guild shall be a Chapter Board of Directors and Officers elected at the time of the chartering of the Chapter and as prescribed herein. Chapters are chartered under this Constitution and By-Laws and at the resolution of the International Board of Directors. The number of Chapter Board Members elected by each Chapter shall be divisible by two (2) and shall be no less than six (6) Members. (2) The initial Board of Directors of each Chapter shall be elected as follows: one-half (1/2) of the Chapter Board members to be elected for two (2) year terms and one-half (1/2) of the Chapter Board members to be elected for one (1) year terms at the chartering of the Chapter or as soon thereafter as is possible. Subsequently, one-half (1/2) of the Chapter Board members is to be elected or re-elected immediately prior to Annual Chapter Membership Meetings, or in the case of the At-Large Chapter, if it does not hold an Annual Chapter Membership Meeting, by secret mail ballot as hereafter provided. (3) Except as heretofore and hereinafter provided, each member of the Chapter Board of Directors shall hold office for two (2) years or until his/her successor is chosen. The terms of office of all members of Chapter Boards of Directors shall commence on the date of the Annual Chapter Membership Meeting July 1, or election in the case of the At-Large Chapter, except that, at the chartering of a Chapter, the terms of office shall commence on the date of election in that year only, and the terms of office shall be considered to be expanded by the fraction of the year occurring prior to the Annual Chapter Membership Meeting mail ballot election. (4) Only the Members in good standing of each Chapter shall nominate, be nominated or vote for Representatives to the International Board of Directors to be elected by such Chapter. (5) Each professional discipline of Graphic Artists shall be represented by members on the Chapter Board of Directors in feasible proportion to the membership represented. The nomination and election to the Chapter Board of Directors shall be the prerogative of the Members of the professional disciplines so represented. (6) The Chapter Board of Directors shall have the power to declare vacancies in its own body and to designate replacements from the appropriate professional discipline represented for the remainder of the unexpired term. In case of absence of any member of the Board from three (3) consecutive scheduled meetings thereof, without reasonable excuse therefor, the Board may declare the office of such member vacant. (7) Each Chapter Board of Directors shall hold regular meetings at such time and place as it shall designate by resolution except in the case of the At-Large Chapter. At least six (6) meetings of each Chapter Board of Directors shall be held during each calendar year, except in the case of the At-Large Chapter. Special meetings may be held upon the call of the Chapter President or majority of the Chapter Board of Directors, and any business may be transacted at a special meeting. Sufficient notice of special meetings shall be given to all Chapter Board Members. (8) A majority of members of a Board of Directors shall constitute a quorum. For the purpose of determining a quorum, vacancies in the Board shall not be counted. (9) The Chapter Board of Directors may vote either in person, by authorized proxy form or by written assent of the majority of its members. B. Chapter Officers (1) The Officers of each Chapter of the Guild shall be a President, Vice President, Secretary and Treasurer who shall be nominated and elected by the Members of the Chapter at the chartering of the Chapter and, thereafter, immediately prior to Annual Chapter Membership Meetings as prescribed herein, by mail ballot in May or June, or in the case of the At-Large Chapter at the annual voting, and shall hold office for two (2) years or until their successors qualify. Additional Chapter Officer positions and their titles may be established by the Chapter Board of Directors. When such other Chapter Officer positions are established subsequent to the chartering of the Chapter, they shall be nominated and elected by the Members of the Chapter in the same manner, at such time, and for the same term as all Chapter Officers. (2) All Chapter Officers shall be ex-officio members of all Chapter committees. They may or may not be elected members of the Chapter Board of Directors but if not so elected shall, nevertheless, serve as such during their terms of office and the Board shall be deemed enlarged accordingly. The terms of office of all Chapter Officers of the Guild shall commence on the dates of the Annual Chapter Membership Meetings, or in the case of the At-Large Chapter at the time of the annual vote, except that, at the chartering of a Chapter, the terms of office shall commence on the date of election in that year, only, and the terms of office shall be considered to be expanded by the fraction of the year occurring prior to the Annual Chapter Membership Meeting. (3) The Chapter President, Vice President, Secretary, Treasurer and other elected Officers, if any, shall constitute the Chapter Executive Committee which shall have such powers as may be from time to time delegated to it by the Chapter Board of Directors. (4) The Chapter Executive Committee shall have no authority, as a body by itself, to make determinations or decisions regarding Chapter policy or procedures, which authority shall be the prerogative of the Chapter Board of Directors or the Chapter membership. The Chapter Executive Committee shall convene, confer and communicate at such times and by such methods as are deemed useful and necessary to the performance of its functions for the Chapter Board of Directors. Sufficient notice of such meetings or conferences shall be given to all committee members. (5) The Chapter Executive Committee shall be responsible for the review, oversight and implementation of the Chapter budget adopted by the Chapter Board of Directors. Between meetings of the Chapter Board of Directors, the Chapter Executive Committee shall have the authority to authorize expenditures consistent with the budget and not to exceed the amount then established by the Chapter Board of Directors. C. Chapter Business Administration (1) The Chapter Board of Directors may appoint a Chapter Administrator and assistants with the approval of the International Executive Director. The Chapter Board of Directors shall approve by resolution the titles to be given to the administrative staff and assistants. (2) The Chapter Administrator shall conduct all uniform business functions of the Guild under the direction of the International Executive Director, and shall serve the respective Chapters in local matters at the direction of the Chapter Executive Committee and Chapter Board of Directors. (3) The Chapter administrative staff need not be members of the Guild, and shall hold their positions at the pleasure of the Chapter Board of Directors. (4) The salaries and other operating expenses of the Chapters shall be paid by the respective Chapters, unless provided to the contrary by resolution of the International Board of Directors. The contracts between the Chapter Administrators and the appropriate Chapter Boards of Directors shall not exceed three (3) years and the salaries payable shall be subject to approval by the International Board of Directors. (5) It shall be the duty of the Administrators to attend all meetings of the respective Chapter Boards of Directors. (6) The International Board of Directors by resolution shall establish annually and individually the maximum amount of Guild funds which each Chapter may contractually commit without prior written approval of the International Board of Directors. ARTICLE VI Nominations; Elections and Voting; Recall; Meetings of Members; Resolutions; Section 1 Nominations A. Nominations for International Officers shall be made by either of two methods: (1) Nominating Committee: A International Nominating Committee appointed by the Executive Committee, which shall include at least one Representative from each Chapter represented on the International Board of Directors, shall report out the names of qualified Members in good standing; or, (2) Nominating Petition: Members in good standing may submit written petitions signed by at least twenty (20) Members in good standing. (3) All nominations shall be accompanied by written statements signed by the persons nominated stating that they accept the nomination and will not withdraw as a candidate. All nominees reported out by the Nominating Committee and all nominating petitions and nominees' acceptance statements shall be submitted to the International Secretary, no later than forty-five (45) calendar days before the date fixed for the mailing of ballots. B. Nominations for Chapter Officers and Chapter Representatives to the International Board of Directors shall be made by either of two methods: (1) Nominating Committee: Chapter Nominating Committees comprised of no less than three (3) and no more than nine (9) Members in good standing within each Chapter who shall be appointed by the Chapter Boards of Directors, shall report out the names of qualified Members in good standing within each Chapter who accept nomination; or, (2) Nominating Petitions: Members in good standing may submit written petitions signed by at least ten (10) Members in good standing within the Chapter. (3) All nominations shall be accompanied by written statements signed by the person nominated stating that they accept the nomination and will not withdraw as a candidate. All nominees reported out by the Nominating Committee, and all nomination petitions, and nominees' acceptance statements shall be submitted to the Chapter Secretary no later than twenty-one (21) calendar days before the date fixed for the mailing of ballots. C. Nominations for Chapter Board of Directors shall be made as set forth in Section 1(B) of this Article, except as hereinafter modified. (1) In Chapters of more than one hundred (100) members, the Chapter Boards of Directors shall establish professional disciplines, and members of the Board of Directors shall represent their respective disciplines. (2) Members shall be nominated to the Chapter Boards of Directors as hereinbefore set forth only by Chapter Members in good standing within their professional disciplines. D. Nominating Committees may report out one or more qualified persons for each position to be filled. E. No member suspended or expelled from the Guild shall serve as an Officer or Board Member of the Guild, or as an officer or board member or member of any advisory council during or within three (3) years after the termination of such suspension or expulsion. F. Any eligible Member may be reelected to any office and may succeed him/herself in office, however, no incumbent may serve more than three (3) successive terms in the same office. Section 2. Elections and Voting A. In all Guild voting each Member in good standing shall have one vote. No cumulative votes shall be counted. B. In all Guild voting the vote of the majority of Members casting ballots shall be determinative, unless otherwise provided herein. C. All votes required to be taken of all Guild Members Internationally shall be by written secret ballot mailed to Members eligible to vote. All votes required to be taken of Chapter Members only shall be, unless otherwise provided herein, by written secret mail ballots and/or by secret ballots cast in person. Voting by Chapter Representatives during the election of Executive Committee shall be by written secret ballots. D. In all Guild voting the respective Board of Directors responsible for the conduct of the voting shall appoint an Election Committee of no less than three (3) Members in good standing, who are not candidates in that election, to act as inspectors and tellers whose duty it shall be to hold secure and unopened the returned ballots until the time of tallying, tally the votes cast, announce the results, and deliver the ballots to the appropriate Secretary for secure maintenance for a period of five (5) years. The ballots shall be made available for inspection at reasonable times and places at the request of a Member in good standing. E. In all Guild voting the respective Secretary responsible for administration of ballots for the voting, or administrative staff so designated by the respective Board of Directors, shall prepare and mail the ballots to all Members in good standing eligible to vote in the election according to Guild records. Such person shall mail to eligible voters at least thirty (30) calendar days prior to the date by which ballots must be received and/or post-marked, together with written notice of the date by which ballots must be received and/or post-marked and the date, time and place when the ballots shall be tallied. F. In all Guild elections, ballots shall contain in alphabetical order the names of all Members duly nominated, under the office to be filled. Write-in votes for Members not nominated shall not be counted. G. In any election for which no candidates are nominated by membership petitions and only one candidate is nominated by a nominating committee for the office to be filled, the respective Board of Directors shall place such name on the ballot for approval or disapproval by the membership of the candidate to such office. H. In the event of a tie-vote, the tie-breaking resolution shall be made by a secret written mail ballot of the appropriate membership. I. To be eligible to vote a Member must be a Member in good standing and in the jurisdiction in which the election is to be conducted at least thirty (30) calendar days prior to the date on which ballots must be received and/or postmarked. J. The respective Board of Directors responsible for the conduct of the election may adopt rules and regulations not inconsistent with the foregoing to administer the election, as it may from time to time deem necessary or advisable. K. Whenever there are unopposed candidates for International or Chapter office, such candidates shall be considered elected without the necessity of a mail ballot. Section 3. Recall Any elected International or Chapter Officer, Executive Committee Member, or International or Chapter Member of a Board of Directors may be recalled at any time by written signed petition of at least fifty-one percent (51%) of the Members in good standing, eligible to elect such International or Chapter Officer, Executive Committee Member or Board Member, filed with the appropriate International or Chapter Secretary. Vacancies created hereby shall be filled as provided in Article VIII. Section 4. Meetings of Members A. Annual International Convention: The International Board of Directors shall designate at least one (1) of its meetings per year as the Annual International Convention, and shall notify the respective Chapter Boards of Directors of such designation in writing at least sixty (60) days in advance of the date of such meeting. The Annual International Convention shall take place in between October 1st and December 1st of each calendar year. The International Board of Directors may designate additional Special International Conventions. B. Annual Chapter Membership Meeting: There shall be an Annual Membership Meeting of each Chapter of the Guild to be held at a time and place designated by the Chapter Board of Directors between August 1st and October 1st of each calendar year. At least fourteen (14) calendar days' written notice shall be given to the Chapter membership. The At-Large Chapter Board of Directors may call an Annual Chapter Membership Meeting, but if the Board votes not to hold such a meeting all voting shall occur by mail ballot between August 15th and October 15th of each calendar year. C. Special Chapter Membership Meetings: Special Chapter Membership Meetings of the membership of a Chapter may be called by any of the following methods: (1) The Chapter Board of Directors may direct the Chapter President to call a Special Chapter Membership Meeting. (2) The Chapter President may call for a Special Chapter Membership Meeting. (3) The respective Secretaries of each Chapter or International shall call a Special Meeting of the Chapter or International membership within thirty (30) calendar days when so requested in writing by at least fifty-one percent (51%) of the respective Membership, which request shall specify the purpose(s) of such meeting. However, if the respective Board of Directors deems such a meeting inadvisable, it may order a mail vote of the Membership on the question of whether or not said meeting shall be held, which vote shall be taken within thirty (30) calendar days of the receipt of the request, and said vote shall determine whether a meeting shall be called. A copy of the body of the petition shall be enclosed with the ballot. If a majority of those voting are in favor of a meeting, the same shall be called within twenty (20) calendar days thereafter. (4) Whenever a Special Chapter Membership Meeting is called, Chapter Members shall receive written notice of the meeting at least seven (7) calendar days in advance of the meeting, together with a written agenda of topics to be discussed at the meeting. No business other than is set forth in the agenda may be transacted at the meeting. In the event that a meeting is called pursuant to subsection 4(C)(2) above and the Chapter Board of Directors deems an emergency to exist; it may shorten the notice period to three (3) calendar days. D. Whenever a Chapter vote is to be taken only by secret ballots cast in person at a Membership meeting, such vote shall be conducted only if a quorum of at least fifty-one percent (51%) of the Membership in good standing be present. If a quorum be not present, no vote shall be taken at such a meeting on any action deemed to require a vote by the respective Membership. E. The procedure and conduct of all meetings of the Guild shall be guided by Robert's Rules of Order Newly Revised. Section 5. Resolutions A. International: Any Member in good standing of the Guild may at any time present a resolution to the International Board of Directors for its consideration. The International Board of Directors shall consider such resolution at its next ensuing meeting. Within thirty (30) calendar days thereafter, it shall advise the Member of the action taken thereon. Any such resolution shall be limited in length to 250 words, but may be supported by a more lengthy statement. If a Member is dissatisfied with the action of the International Board of Directors on such resolution, he/she may file with the International Board of Directors, at least thirty (30) calendar days before the Annual International Convention, a petition signed by at least one hundred (100) Members in good standing of fifteen percent (15%) of the Membership in good standing, whichever is less, requesting that such resolution be considered at such meeting. Such petition shall state the name of the sponsor or sponsors of the resolution and shall be in such form as the International Board of Directors shall prescribe. B. Chapter: Any Member in good standing may at any time present a resolution to the appropriate Chapter Board of Directors. The procedure for such presentation shall be the same as set forth in Section 5(A) above, except that upon dissatisfaction of the Chapter Board of Directors' action, a petition shall be heard at the Annual Chapter Membership Meeting, except in the case of the At-Large Chapter where a mail referendum vote shall be taken when an Annual Chapter Membership Meeting is not held. C. All resolutions complying with the foregoing provisions shall be presented for consideration at the respective Annual Chapter Membership Meeting or Annual International Convention. A brief summary of all resolutions to be presented at the Annual International Convention or the Annual Chapter Membership Meeting shall be sent to the membership at the time of notice of meetings. D. The term "resolution" shall include, without limitation, any declaration or statement of policy, any proposal for a course of action or inaction or for the making of any decision with respect to a matter and any proposal for amendment of the Constitution and By-Laws and Rules and Regulations. ARTICLE VII Referendum; Strike Vote; Collective Bargaining; No Maximum Rate of Compensation; Section 1. Referendum Any action of the International or a Chapter Board of Directors or Executive Committee may be nullified or amended by a referendum vote by mail of fifty-one percent (51%) of the appropriate membership to be taken under such regulations as the Executive Committee may from time to time determine. The International and Chapter Boards of Directors may take such a referendum vote from time to time, and must take such a referendum vote on written signed petition of one hundred (100) Members or fifteen percent (15%) of the appropriate Membership in good standing, whichever is less, within twenty (20) calendar days after filing of such a petition with the appropriate International or Chapter Secretary. The action of the International or Chapter Board of Directors may, at its discretion, order a referendum vote to be taken at any time, on any question including, without limitation, any action taken or resolution adopted at any general or special membership meeting. Such referendum vote shall be taken by written mail ballot of the appropriate Membership in good standing and shall be determined by a majority of those voting thereon. Section 2. Strike Vote A Board of Directors may call for a strike of the Members against a given employer or employers. Such an action may be taken, only, upon written vote of seventy-five percent (75%) of the Members voting thereon in a mail ballot. However, in the case of a bargaining unit, when the Board of Directors calls for a strike against a given employer or employers of the respective bargaining unit members, a mail ballot will only be sent to those bargaining unit members directly affected. In the interest of solidarity, all Guild members will respect the strike and not perform scab work as freelancers or staff for the struck employer. Section 3. Approval of Collective Bargaining Contracts All collective bargaining contracts negotiated by the Guild shall be submitted for ratification to the Membership affected thereby. Such ratification may be made by written vote of a majority of the Members voting thereon in a mail ballot or by secret ballot at a special meeting called for such a purpose when a majority vote of the affected Membership can be taken at such meeting. Section 4. No Maximum Rate of Compensation The maximum rate of compensation of any Member of the Guild from any employer of a Member's service shall never be fixed or regulated by the Guild. ARTICLE VIII Duties of Officers; Section 1. International Officers A. President (1) The President shall be chief executive officer of the Guild and shall preside as chair of the International Executive Committee. (2). The International President shall: (a) sign all official documents; (b) direct and be in charge of all collective bargaining and sign all collective bargaining contracts on behalf of the Guild; and (c) sign checks, promissory notes and other instruments for the payment of money against the accounts of the Guild. (d) be bonded. B. Vice President (1) The International Vice-President shall assist the International President in the overall administration of the Guild including the authority to sign checks or other instruments against Guild accounts. The Vice President shall be bonded. He/she shall preside at all meetings in the International President’s absence or at his/her discretion. C. Secretary/Treasurer (1) As Secretary, he/she shall be secretary to the Board and Executive Committee. He/she shall keep a true record of all proceedings and shall perform such other related duties as may be assigned by the Executive Committee. The Secretary shall be custodians of the official Seal of the Guild and of its written records and minutes. In the absence of the Secretary, the chair shall appoint a member present to act as Secretary and such acting Secretary shall report at the earliest possible moment to the Secretary the proceedings of such meeting. (2) As Treasurer, he/she shall supervise the receipt of all moneys of the Guild in behalf of the members and shall cause the same to be deposited in the name of the Guild in such depository or depositories as shall be approved by the Executive Committee. He/she shall supervise the keeping of true and accurate accounts of the funds of the Guild and submit periodic statements thereof to the International Board of Directors, Executive Committee and Officers at their meetings. He/she shall cause an annual audit to be made by a Certified Public Accountant of the financial condition of the Guild and shall submit to the Annual International Convention of the Guild, or whenever requested by the International Board of Directors, a complete financial statement of the funds of the Guild within his/her control. The International Treasurer shall coordinate International functions of the Chapter Treasurers, including the uniform chart of accounts, supervision of accounting procedures, and the retention of all financial records in a manner facilitating a financial audit. (a) The International Treasurer shall have the power to sign checks, promissory notes or other instruments for the payment of money issued against the accounts of the Guild. (b) The International Treasurer shall be bonded. Section 2. Succession of the International Officers A. President (1) In the event of a mid-term vacancy in the office of the International President, the Vice President shall assume the Presidency for the duration of the unexpired term. (2) At the expiration of his/her term, the President shall hold a non-voting seat on the Executive Committee as Past-President. (3) In the event of a mid-term vacancy in the office of the Past-President, the Executive Committee shall designate a successor from among the previous Past-Presidents. (4) In calling out a slate for Officers, the International Nominating Committee shall first offer the position of President to the current Vice President. (5) Following a President’s term of office, membership dues for him or her shall be waived thereafter. B. Vice President (1) In the event of a mid-term vacancy in the office of the International Vice President, Secretary/Treasurer shall assume the International Vice Presidency for the duration of the unexpired term. (2) In calling out a slate for Officers, the International Nominating Committee shall first offer the position of Vice President to the current Secretary/Treasurer. C. Secretary/Treasurer In the event of a vacancy in the office of International Secretary/Treasurer, the Executive Committee shall designate the successor, unless there remains more than two-thirds (2/3) of the term of office unexpired, in which case an election shall be held pursuant to the provisions of this Constitution and By-Laws. Section 3. Chapter Officers A. President (1) The Chapter President shall be chief executive officer of the Chapter and shall preside as chair of the Chapter Board of Directors, Chapter Executive Committee and all meetings of the Chapter membership. (2). The Chapter President shall be empowered to sign checks. The Chapter President shall execute promissory notes or other instruments for payment of money against Chapter accounts, only as provided in Article V, Section 2. (3) Chapter Presidents shall be bonded. (4) In the event of a vacancy in the office of the Chapter President the Chapter Board of Directors shall designate the successor, unless there remains more than two-thirds (2/3) of the term of office unexpired, in which case an election shall be held pursuant to the provisions of this Constitution and By-Laws. B. Vice President (1) Chapter Vice Presidents shall assist in the administration of the Guild at their respective levels. They shall have no authority to sign checks or other instruments against Guild accounts. (2) Vacancies in the position of Chapter Vice President shall be filled by designation by the respective Boards of Directors. C. Secretaries (1) The Chapter Secretary, shall be secretary to the Chapter Board of Directors. He/she shall keep a true record of all proceedings and shall perform such other related duties as may be assigned by the Boards of Directors. In the absence of the Secretary, the chair shall appoint a member present to act as Secretary and such acting Secretary shall report at the earliest possible moment to the Secretary the proceedings of such meeting. (2) In the event of a vacancy in the position of Chapter Secretary the Chapter Board of Directors shall designate the successor Chapter Secretary for the remainder of the term. D. Treasurer (1) The Chapter Treasurer shall supervise the receipt of all moneys from the International Office and other sources and cause the same to be deposited in the name of the Chapter in depositories approved by the Chapter Board of Directors. He/she shall supervise the keeping of true and accurate accounts of the funds in conformance with uniform Guild procedures, including monthly and annual reports and, when the Chapter's membership exceeds five-hundred (500) members, cause an annual compilation to be made by a Certified Public Accountant and shall submit same to the Chapter Board of Directors and the International Treasurer. He/she shall keep records and tender funds to the International account through the International Treasurer under such regulations as shall be determined by the International Board of Directors and in accordance with this Constitution and By-Laws. (2) The Chapter Treasurer shall have the power to sign checks against the Chapter's account. (3) The Chapter Treasurer shall be bonded. (4) In the event of a vacancy in the position of the Chapter Treasurer, the Chapter Board of Directors shall designate the successor to serve the remainder of the unexpired term. E. Other Chapter Officers (1) Other Chapter Officers established by the Chapter Board of Directors shall assist in the overall administration of the Chapter and shall perform such duties as may be assigned by the Chapter Board but shall have no authority to sign checks or other instruments against Guild accounts. (2) Vacancies in the positions of such Chapter Officers shall be filled by designation by the respective Chapter Board for the remainder of the unexpired term. ARTICLE IX Sanctions Against Members; Appeals; Section 1. Sanctions Against Members A. Any Member or Associate Member may be reprimanded, disciplined, fined, suspended or expelled from the Guild after proceedings as hereinafter provided. B. Before any such action may be taken, however, a Member or Associate Member must (except for suspension as provided in Article X, Section 3) be found guilty of one of the offenses charged in Section 1(C) of this Article. C. The following offenses are those for which a Member or Associate Member may be reprimanded, disciplined, fined, suspended or expelled from the Guild: (1) Conduct unbecoming a member, including a Member in his/her capacity as International or Chapter Board Member or Officer, of the Guild. (2) Working as a Graphic Artist for an employer whom the Guild duly voted to strike. (3) Violation of the Articles of the Constitution and By-Laws, or Rules and Regulations as they may from time to time be promulgated, of the Guild. (4) Violation of any of the collective bargaining contracts of the Guild. (5) Violation of eligibility for membership as provided in Article IV hereof. (6) Arrears of any financial obligation due the Guild as provided in Article X, Section 3. D. Any Member in good standing of the Guild may file with his/her Chapter Secretary or Administrator, or with any assistant designated for such purpose, charges against any Member or Associate Member for any offense specified in Section 1(C), except for a charge against a International Officer or Member of the International Board of Directors for improper acts in such capacity. The Chapter Board of Directors may provide that charges may also be filed either by a committee or committees constituted for such purpose by the Chapter Boards of Directors. The Chapter Boards of Directors shall also provide procedures for preliminary investigation of such charges and their dismissal in the absence of probable cause for proceedings. Upon filing of charges against any member (except as set forth above or unless the same be dismissed pursuant to the foregoing sentence) the Chapter Secretary or Administrator shall mail a certified deliver by certified mail or overnight delivery service a copy thereof to the member so charged, together with at least seven (7) calendar days' notice of the date fixed for the hearing. The Chapter Board of Directors shall hear the charges and render decision thereon within sixty (60) days of receipt of the charge. The Chapter Board of Directors shall find the member guilty or not guilty and adjudge the penalty, and the member shall be so notified in writing by certified mail or overnight delivery service. The Chapter Board of Directors shall establish reasonable rules for implementing this section. E. A charge against a International Officer or Member of the International Board of Directors for improper acts in such capacity shall be filed with the International Secretary and heard by a Hearing Committee of the International Executive Committee appointed for such purposes. The Committee shall follow the procedures outlined in Section 1(D) above for Chapter Boards of Directors. F. On filing of charges against a International or Chapter Officer or a Board Member alleging financial improprieties with Guild funds, the International Executive Committee or Chapter Board of Directors may suspend the Member from his/her office or Board membership pending a hearing of the charges. G. Suspension or expulsion of a member from the Guild shall require a two-thirds (2/3) majority vote of the Chapter Board of Directors rendering the decision. A copy of the decision shall be forwarded to the International Secretary at the same time the decision is mailed to the disciplined Member or Associate Member and shall be considered an automatic appeal. H. A member who is expelled on appeal shall receive pro rata return of pre-paid dues. Such return of dues shall be paid by the International and Chapter Treasurers according to the established percentage for dues apportionment. Section 2. Appeals A. Within ten (10) calendar days after notice by certified mail or overnight delivery service of decision to a member, the member may appeal the decision to the International Executive Committee by filing written signed notice of such appeal with the International Secretary or International Executive Director. In the case of a penalty of suspension or expulsion, an appeal to the International Executive Committee shall be mandatory. The International Executive Committee or its appointed International Hearing Committee, except if the International Hearing Committee heard the matter in the first instance, shall hear the same pursuant to such rules and regulations and under such procedure as may be fixed by the International Executive Committee. The accused member shall have at least ten (10) calendar days' notice sent to him/her by certified mail or overnight delivery service of the time and place of the hearing at which the appeal is to be considered by the International Executive Committee or its appointed committee. The hearing on appeal shall take place within sixty (60) calendar days of the notice of appeal, in the case of a voluntary appeal, or of the date of the certified mail or overnight delivery service decision in the case of the mandatory appeal. Pending an appeal, if the decision affects membership status, the convicted Member or Associate Member shall not be denied the rights and privileges of membership until the International Executive Committee shall rule on the appeal. B. The International Executive Committee may order a new hearing at any time in any case if in its judgment there is reasonable ground for granting the same. ARTICLE X Entrance Fee, Dues and Assessments; Maintenance and Changes of Membership Status Section 1. Entrance Fees, Dues and Assessments A. The Entrance Fee for a new Member or Associate Member shall be twenty-five dollars ($25.00). B. The annual dues shall be: Member: Adjusted gross annual income under $12,000 $120.00 per year Adjusted gross annual income between $12,000 to $30,000 $165.00 per year Adjusted gross annual income between $30,000 to $55,000 $215.00 per year Adjusted gross annual income over $55,000 $270.00 per year Senior Member (upon reaching age 60 with at least 10 years of membership) $120.00 per year Associate Member Lifetime Member (upon reaching age 65 with at least 15 years of membership) $ 55.00 per year Student $ 55.00 per year Other $115.00 per year Collective Bargaining Unit Member One and fifteen hundreds percent (1.15%) of gross annual salary (but no less than the minimum Constitutionally mandated Full Membership dues). C. Members of the Guild may be assessed from time to time for the maintenance of the Guild or for furtherance of Guild programs and functions. D. Dues and entrance fees may be changed, and assessments levied only by a majority vote of the Members voting by secret mail ballot as determined by the International Board of Directors. Such dues, entrance fees and assessments may be different for different classes of membership, and may either be uniform or based on ability to pay or based on earnings. E. The International Executive Committee may, upon application of any member and the showing of good cause, remit entrance fees, dues or assessments or extend the time of payment. F. All dues, entrance fees and assessments shall be paid to the International Office and are the property of the International Office. The International Office shall retain seventy-five percent (75%) of all dues receipts of which $12.00 will be used in the production and fulfillment of the International Newsletter, and shall apportion twenty-five percent (25%) of all dues receipts of members to the respective Chapters within which the members reside. In the case of participants in Guild-sponsored bargaining units, the International Office shall apportion to the Chapter an amount equal to 25% of the regular member dues category that would apply to the bargaining unit participant. Assessments shall be distributed, if at all, pursuant to the membership vote. Section 2. Member in Good Standing A member in good standing shall be defined as a Member or Associate Member who is not in arrears on any financial obligation to the Guild from entrance fees, dues or assessments, and who is not currently suspended or against whom there is no final disciplinary ruling of expulsion. Section 3. Member in Arrears Any Member or Associate Member in arrears of any financial obligation due the Guild shall automatically become a Member or Associate Member in Arrears. The International Executive Committee may from time to time provide for grace periods or leniency in this regard. A Member or Associate Member in Arrears loses all the rights and privileges of membership, including the right to vote, but shall continue to be bound by all the obligations of membership. If any Member or Associate Member be in arrears of any financial obligation to the Guild, the International Executive Committee shall, after having given such member sixty (60) days' written notice, suspend such member. A Member or Associate Member in Arrears, who remains in arrears for thirty (30) days after having received the suspension notice shall be automatically charged under Article IX, Section 1(C), and if ultimately sustained, shall be expelled. Section 4. Changes in Membership Status and Income A. A Member or Associate Member shall be obligated to notify the Guild of changes that effect his/her membership status. Any change in membership status authorized by the International Board of Directors shall become effective immediately. B. Requests for different membership dues based on a change in a Member's income or as the result of a change of membership status, including a Member on temporary withdrawal, shall be based on the Member's actual income or the Member's or Associate Member's authorized new status. Any such change in membership dues authorized by the International Board of Directors shall become effective immediately. C. During continuous membership a Member or Associate Member shall not be obligated to pay additional entrance fees or assessments as a result of a change in dues amounts or membership status. Section 5. Resignation The resignation of any Member or Associate Member of the Guild shall not relieve the member of any obligation, financial or otherwise, theretofore undertaken, owed or assessed prior to receipt of his/her notice of resignation by the International Board of Directors. Section 6. Liability to the Guild In addition to any other remedy prescribed herein or by law and cumulative thereto, the Guild may enforce any liability of a member or ex-member to it, whether for entrance fees, dues, assessments or other account, by action at law or in equity, and in such action the Guild shall have the right to recover in the action its attorney's fee and costs therein incurred. Section 7. Temporary Withdrawal; Associate Membership; The International Executive Committee shall grant a temporary withdrawal from active membership to a Member in good standing and not employed as a Graphic Artist for the period during which he/she shall not be so employed. Such temporary withdrawal shall have the following incidents: A. During such withdrawal period the Member shall become an Associate Member of the Guild, without the right to vote, hold office, or otherwise participate in Guild business, and shall continue to be subject to all obligations of the Constitution, By-Laws, Rules and Regulations to the same extent as though he/she were an active member. B. He/she shall be restored to Membership, when he/she is again so employed by resolution of the International Executive Committee. Section 8. Termination of Membership Membership in the Guild is lost and terminated on expulsion or resignation from the Guild and shall cease on the death of a member. Membership is suspended during a period of suspension from the Guild. Any property interests of a member shall cease at his/her death, or on the termination of membership. ARTICLE XI Rules and Regulations; Section 1. Promulgation of Rules and Regulations Subject to the right of referendum as set forth in Section 1 of Article VII, the International Board of Directors shall have the power to promulgate and adopt Rules and Regulations not inconsistent with any terms of this Constitution and By-Laws governing the relation of members and their rights, duties and obligations to and in respect of (a) the Guild, (b) the member's employers or clients in the graphic arts, (c) persons, firms or corporations connected with the graphic arts (including, without limiting the generality of the foregoing, employment and business agents, managers, and personal representatives), (d) other organizations, unions, persons, firms, or corporations in the graphic arts or connected herewith. All such rules and regulations shall have the force of By-Laws and the members shall be bound thereby. Section 2. Notice of New Rules and Regulations Whenever the International Board of Directors shall promulgate a Rule or Regulation as set forth in Section 1 above, it shall (1) cause such rule and regulation to be printed in the next ensuing International Newsletter: and (2) shall annex such rule and regulation in Stipulation I to this Constitution and By-Laws. ARTICLE XII Chartering of Chapters; Trusteeships of Chapters; Section 1. Chartering of Chapters The International Executive Committee may from time to time charter new Chapters of the Guild, determine the name of such Chapters and the geographical jurisdiction covered by such Chapter(s). The International Executive Committee may make such determination only after it has received a petition or designation cards from at least thirty (30) Graphic Artists who request membership and representation by the Guild and who agree to adopt this Constitution and By-Laws, and Rules and Regulations. Upon resolution by the International Executive Committee, the International Executive Committee shall issue a Charter setting forth, among other terms, the official name of the Chapter, its geographic jurisdiction and a list of the names of the founding Chapter Members. Section 2. Trusteeship of Chapters A. The International Executive Committee, whenever it has reason to believe that such action is required, may, upon the recommendation of and after a hearing by a committee composed of three (3) Chapter Presidents designated by the International Executive Committee, institute a trusteeship. The International Executive Committee shall then appoint a Trustee to take charge and control of the affairs of a Chapter, in accordance with this Constitution and By-Laws, for the purpose of: (1) Preventing or correcting corruption, financial malfeasance or misfeasance; or (2) Assuring the performance of collective bargaining agreements or other duties of a bargaining representative; or (3) Restoring democratic procedures; or (4) Otherwise carrying out the legitimate objectives or protecting the interests of the Guild or assuring compliance with the provisions of this Constitution and By-Laws, Rules and Regulations and/or the constitution and by-laws of a Chapter. B. The Trustee shall be authorized and empowered to take full charge of the affairs of the Chapter, to suspend or remove any or all Officers and Chapter Board Members and appoint temporary Officers, Chapter Board Members or agents during his/her trusteeship, and to take such other action as in his/her judgment is necessary for the preservation of the Chapter and its and the Guild's interests. The Trustee shall report monthly on the affairs and transactions of the Chapter to the International Executive Committee. The Trustee and all of the acts of the Trustee shall be subject to the supervision and direction of the International President. C. Upon the institution of the trusteeship all monies, books, contract rights and property of the Chapter shall be turned over to the Trustee, who shall acknowledge receipt in writing for them. The Trustee shall be bonded for the faithful discharge of his/her duties relating to the handling of funds or other property of the Chapter. D. The Trustee shall pay all outstanding claims, properly proved, if funds are sufficient. When self-government is restored, the Trustee shall return all monies, books, contract rights and property to the Chapter. If, however, the Chapter is dissolved by the revocation of its charter, then any balance remaining to the credit of the Chapter shall be forwarded to the International Treasurer and shall become the property of the Guild. E. Whenever the International Executive Committee has reason to believe that an emergency situation exists requiring the institution of a temporary trusteeship, it may appoint a Temporary Trustee who shall have all the authority granted to a Trustee hereunder; provided, however, that prior to the appointment of such Temporary Trustee, the International Executive Committee shall set a time and place for a hearing for the purpose of determining whether the Temporary Trustee shall continue to function as a Trustee following said hearing. Such hearing shall commence within forty-five (45) days of said appointment and a decision shall be made within ninety (90) days after the appointment of such Temporary Trustee; and further provided that such hearing shall be by the committee designated in Section 2(A) above. F. In the event of a determination by the International Executive Committee to continue a trusteeship imposed under emergency procedures, the Trustee shall have the same authority as that granted to a Trustee appointed after hearing as provided in Section 2(B) hereof. G. In all cases of trusteeships, the International President shall make a report to the International Executive Committee at intervals of no more than every three (3) months, which report shall contain his/her recommendations with respect to whether the trusteeship shall be continued or terminated and the International Executive Committee, within ten (10) calendar days of said report, shall determine whether said trusteeship shall continue or be terminated. H. All hearings required hereunder shall be on reasonable notice to the affected Chapter Board of Directors, which shall have the right to be represented and heard. I. If the committee, designated in Section 2(A) above to hear this matter, recommends that a Chapter should be placed in trusteeship, the International Executive Committee may affirm and impose such trusteeship by majority vote. If the committee recommends that a Chapter shall not be placed in trusteeship, then the International Executive Committee may impose a trusteeship only by a two-thirds (2/3) vote. J. The rights of Members in a trusteeship Chapter to call special meetings under Article VI, Section 4(C)(3), and to present resolutions to the Trustee or the International Executive Committee under Article VI, Section 5, and to call for a referendum vote under Article VII, Section 1, shall not be abrogated. K. Any provision of this Constitution contrary to or inconsistent with this Article shall yield to the provisions of this Article. ARTICLE XIII Dissolution; Property Rights; Merger; Section 1. Dissolution The Guild may be dissolved at any time by resolution of the International Board of Directors and the written affirmative vote, therefore, of two-thirds (2/3) of the Members then in good standing. Section 2. Property Rights Until dissolution, no member has any right in the funds or property of the Guild. Upon dissolution and winding up, the interests of a member in the funds and property to be distributed to the members shall be a fraction of such funds and property determined as follows: namely, the numerator shall be the number of calendar years during which the member has paid dues to the Guild multiplied by the current dues per year the member is then paying; the denominator shall be the sum of all numerators. Section 3. Merger The Guild may merge with other organizations. The International Executive Committee shall in the first instance vote upon merger. If the International Executive Committee approves a resolution to merge or affiliate, then the resolution shall be presented to the Board for a vote. If the Board approves a resolution to merge or affiliate, then the resolution shall be presented to the Members then in good standing. The Guild shall merge upon the written affirmative vote, therefore, of at least sixty percent (60%) of those voting. ARTICLE XIV Miscellaneous; Section 1. Actions at Law or in Equity In any action at law or in equity between the Guild and a member, the affidavits of the administrative staff or any of their assistants, based on an examination of the records of any recorded fact such as adoption of a rule or regulation, shall be prima facie proof of such fact. No procedural defect or matter of form shall be a defense to any member in any such action. Section 2. Severability If one or more of the provisions of this Constitution and/or By-Laws or any Rule or Regulation shall be held to be void as in violation of existing law, the other provisions of the Constitution, By-Laws, Rules and Regulations shall be separate and in full force and effect. Section 3. Compensation No member of any Board of Directors or any elected official of the Guild or its constituent Chapters shall be paid for his/her services. Partial compensation as reimbursement, for time and income lost in service of the Guild from pursuit of own profession may be granted in individual cases as determined by the International Executive Committee or the Chapter Board of Directors provided, however that no elected office in the Guild shall be considered a full time position and compensated accordingly. All fully compensated administrative positions in the Guild shall be filled by appointment of the appropriate Board of Directors as hereinbefore provided. ARTICLE XV Notice to Members; Section 1. Notice All notices required to be given to any member shall (unless otherwise specifically prescribed) be sent by electronic mail, facsimile transmission, mail prepaid or by telegraph prepaid to such member's address as it appears on the books of the Guild, and such mailing or telegraphing shall be conclusive evidence of the giving of such notice. If the notice be given by electronic mail or facsimile transmission, it shall be conclusively deemed to be given one (1) calendar day after transmission. If the notice be given by mail, it shall be conclusively deemed to be given seven (7) calendar days after date of mailing, and if by telegraph, one (1) calendar day after the day of telegraphing. Any voting of the Members may, if the Board of Directors sees fit, be done by mail and the provisions governing notice shall apply to the sending of ballots. In any such voting by mail, a Board of Directors may make regulations governing the same, including the date on which return ballots must be received. Any notice to be given to the Members shall be conclusively deemed to have been given if published in any official bulletin, magazine or other publication of the Guild as of a date twenty-one (21) calendar days after the mailing of such publication to the Members. A Member shall be responsible for the giving of his/her address to the Guild and it shall be his/her duty to do so, and notice to such address shall be considered proper notice. If no address be given, the Member shall lose his/her right to notice, but shall be bound the same as though notice had been given. Section 2. Newsletter The International Newsletter is an official international publication of the Guild. ARTICLE XVI Amendments; Section 1. Methods for Amending The Constitution may be amended or new By-Laws adopted or By-Laws repealed by any of the following methods: A. A majority vote of the International Board of Directors acting upon a resolution of the International Board of Directors. B. A majority vote of the Guild Membership in good standing pursuant to a referendum initiated by the International Board of Directors. C. A majority vote of the International Board of Directors at an Annual International Convention acting on a resolution initiated by Members in good standing pursuant to Article VI, Section 5. D. A majority vote of the Guild Membership in good standing acting upon a referendum initiated by Members pursuant to Article VII, Section 1. E. The procedures set forth in subsection 1(A) and 1(C) above shall not be used to amend provisions of this Constitution and By-Laws which require Membership vote by their terms or by law. Section 2. Notice of Proposed Amendment Prior to a written mail ballot vote required by methods (B) and (D) above, the International Board of Directors shall cause the proposed amendment to be published in the next ensuing two (2) consecutive issues of the International Newsletter. Section 3. Amendment to Voting, Recall, Special Meetings and Referendum Provisions Notwithstanding anything contained in Section 1 of this Article, methods (A) and (C) shall not be used to amend, repeal, or change this Section, nor Sections 2(A), 3, and 4(C)(3) of Article VI, and Section 1 of Article VII. Section 4. Amendment to Strike Vote and No Maximum Rate Provisions Notwithstanding anything contained in Section 1 of this Article, this Section and Sections 2 and 4 of Article VII may only be amended, repealed, or changed by the method prescribed in Section 2 of Article VII and the same vote of the Members necessary to approve a strike. Section 5. Notice of New Amendments The International Board of Directors shall cause all passed amendments to be published in the next ensuing issue of the International Newsletter. ARTICLE XVII Standing Committees Section 1. Ways and Means Committee There will be a Ways and Means committee consisting of at least four (4) appointed members and two (2) ex officio members (Secretary/Treasurer and the Executive Director of the Guild). This committee will be co-chaired by the Secretary/Treasurer and a committee member elected by a majority of the Committee. It is to meet twice annually to consider matters of finance related to the Guild and to prepare an annual operating budget. The committee will report to the Executive Board and may receive reports and budget requests from other committees. Section 2. Membership Committee There will be a membership committee consisting of one member from every chapter of the Guild and appointed by the chapters, and one Chairperson, elected by the International Board of Directors. The Chair of the Membership Committee will be an ex-officio member of the International Board of Directors, with all voting rights therein. All committee members will serve two (2) years. The committee will meet no less than twice annually to consider matters of membership and to create and/or supervise annual membership recruitment and retention campaigns. The committee will report to the International Convention and to all Board of Directors meetings. Section 3. Advocacy Committee There will be an advocacy committee consisting of at least four (4) regional representatives from regions to be determined by the International Board of Directors and appointed by same, and one Chairperson appointed by the International Board of Directors. The Chair of the Advocacy Committee will be an ex-officio member of the International Board of Directors with all voting rights therein. All committee members and chair will serve two (2) years. The committee will meet no less than twice annually to consider matters of public affairs and to create and supervise legislative and legal agendas for the Guild. The committee will report to the International Convention and to all International Board of Directors meetings. - (end) - 1