ARTICLE I
Name
The name of this non-profit corporation shall be ARTIST-BLACKSMITH'S
ASSOCIATION OF NORTH AMERICA, INC. (the "Association"). The official
acronym shall be "ABANA".
ARTICLE II
Purposes and Objectives
The Association is organized exclusively for educational
purposes, including, but not limited to, the following: to encourage and
facilitate the training of blacksmiths; to disseminate information about
sources of material and equipment; to expose the art of blacksmithing to the
public; to serve as a center of information about blacksmithing for the general
public, architects, interior designers, and other interested parties. Further, the Association is organized
exclusively for educational purposes within the meaning of section 501(c) (3)
of the Internal Revenue Code.
No part of the net earnings of the Association shall inure
to the benefit of, or be distributed to its Members, Directors, Trustees, Officers, or
other private persons, except that the Association shall be authorized and
empowered to pay reasonable compensation for services rendered. Notwithstanding
any other provisions of these articles, the Association shall not carry on any
other activities not permitted to be carried on (a) by a corporation exempt
from Federal Income tax under section 501(c) (3) of the Internal Revenue Code
of 1986 and its Regulations as they now exist or as they may hereafter be
amended, or (b) by a corporation, contributions to which are deductible under
section 170(c) (2) of the Internal Revenue Code of 1986 and its Regulations as
they now exist or as they may hereafter be amended.
ARTICLE II-A
Definitions
General Membership Publication: The term "General
Membership Publication" shall mean any publication or written notice
including, but not limited to, The Anvil's Ring, Hammer's Blow, or enclosures therein, that is
sent by U.S. Mail, or an internationally-recognized for-profit mail service, to
each Member at his/her address as it appears on the records of the
Association. Herein the pronoun “his/her” shall apply
equally to households, firms, corporations or other entities that are Members. If mailed, the General Membership Publication shall be deemed to be delivered
when deposited in the U.S. Mail, or with an
internationally-recognized for-profit mail service, with adequate postage thereon paid, addressed to the
Member at his/her address as it appears on the records of the
Association.
ARTICLE III
Membership
Section 1 Qualifications: Any person, firm or corporation
engaged in blacksmithing, interested in or
allied thereto may become a Member.
Section 2 Categories of Membership:There shall be the following categories of membership in the
Association:
(a) A Family/Household Member shall be any person, along
with all people living together in that same person's single household, who practices
blacksmithing as a profession, or avocation, or is interested in blacksmithing. Family/Household Membership shall include any
Association, Partnership, Firm, Corporation or other entity.
(b) A Student Member is an individual who is a full-time student
in an educational institution, recognized as such by the Secretary of ABANA and with the qualifications as stated in (a) above.
(c) A Senior-citizen Member is an individual who has
attained the age of 65 and with the qualifications as
stated in (a) above.
(d) A Contributory
Member is an individual, family or household with the
qualifications as stated in (a) above, who
elects to pay the amount set for
Contributory Members, or more, for annual dues.
(e) An Honorary Life Member is an individual elected by
unanimous vote by the Board of Directors at a duly organized meeting in
recognition for having made an outstanding contribution to ABANA. Honorary Life
Members shall be exempt from payment of any annual dues for his or her lifetime
and shall be entitled to all the privileges of a Family/Household Member. ABANA
will publish a list of Honorary Life Members at least annually in a General
Membership Publication. At the Board of Directors' sole discretion, Honorary
Life Members can be removed by a unanimous vote by the Board of Directors at a
duly organized meeting.
(f) The ABANA Board of Directors
shall have the authority to establish additional categories of membership as it
deems appropriate to best serve the interests and needs of the membership.
Collectively or individually the Categories of Membership
defined above will be herein referred to as "Members" or
"Member" respectively.
Section 3 Membership Qualifications: A person, association, partnership, firm or corporation or other entity may become a member by the means
provided by ABANA, accompanied by payment of one year's dues as is appropriate for the chosen category, to the
President, Secretary or the Central Office Administrator employed by ABANA.
Dues are non-refundable.
Section 4 Resignation: Any Member may withdraw from the
Association after fulfilling all obligations to it by giving written notice of
such intention to the Secretary, which notice shall be presented to the
Executive Committee by the Secretary at the first duly organized meeting after
its receipt.
ARTICLE III-A
Affiliate Organizations
Section 1: ABANA will serve as a forum for other
organizations whose primary purpose is to promote blacksmithing. ABANA shall
have no formal chapters or any such relationship with any organization which
creates any legal liabilities for ABANA unless specifically expressed in
writing. The Chapter provisions previously contained in these bylaws are hereby
revoked. The designation of ABANA with blacksmith organizations and formers Chapters shall be
as Affiliates. Such Affiliates shall be deemed by ABANA to be legal entities
separate from, and independent of, ABANA. No
activities of such Affiliates, or their individual members, shall in any way be
construed as creating any legal liability for ABANA or its Officers or
Directors. ABANA shall continue to maintain liaison programs, and communication
with such Affiliates in furtherance of the ABANA mission.
Section 2: All former chapters of ABANA shall have the
right to declare themselves as Affiliates of, or Affiliated with, ABANA. Such Affiliates shall have the right to
promote, and/or
participate in, ABANA
programs.
Section 3: ABANA shall maintain a list of those Affiliates
which it recognizes as official Affiliates of ABANA. All former Chapters of
ABANA shall be automatically deemed to be Affiliates of ABANA without the need
for further vote. Any other organization seeking Affiliate status with ABANA
shall require approval by a majority vote of the ABANA Board.
Section 4: Nothing contained in these provisions shall be
deemed to affect individual memberships in ABANA
ARTICLE IV
Fiscal Year
The fiscal year shall be set by the Board of Directors,
and may be changed from time to time if the Board of Directors determine the
change will benefit the Association.
ARTICLE V
Dues
Section 1 Annual Dues: The Board of Directors may determine, from time to time, the
price of annual dues for each category of membership payable to the Association by Members.
Section 2 Payment of Dues: Dues shall be payable on the
last day of the calendar quarter in which the member joined. A statement
of dues will be mailed to Members from the ABANA Central Office unless dues are
received prior to mailing date.
Section 3 Default and Termination of Membership: When any
member shall be in default in the payment of dues for a period of one month
from the last day of the calendar quarter in which the member
joined his or her membership will thereupon be terminated.
ARTICLE VI
Membership Meetings & Membership Voting
Section 1 Biennial Membership Meetings: Biennial
Membership Meetings shall be held in conjunction with each ABANA International
Conference. In the event that there is no ABANA
International Conference the Biennial Membership Meeting shall be conducted in
accordance with Section 2 Special Membership Meetings: below. Notice of
the meeting, signed by the Secretary, shall be published in a General
Membership Publication, not less than sixty (60) days before the time of the
meeting. All notices of meetings shall set forth the time, date, place and
purposes of the meeting.
Section 2 Special Membership Meetings: Special Membership
Meetings may be called at the discretion of the Board of Directors, or upon the
written request of not less than 10% of the ABANA Membership, to consider one or
more specific subjects. Notice of a special meeting shall be published in a
General Membership Publication at least sixty (60) days
prior to the date of the Special Membership Meeting. The notice will show the
time, date, place and purposes of the meeting.
Section 3 Meetings by Mail: Any action required, or
permitted to be taken, at a Biennial Membership Meeting, or a Special
Membership Meeting may be taken without a meeting if a mailed ballot
representing a Membership Quorum, as defined herein, is received by the ABANA
Central Office.
Section 4 Membership Quorum: The presence in person or by
mailed ballot of ten percent (10%) of the Members of the Association entitled
to vote shall be necessary to constitute a Membership Quorum for the
transaction of business.
Section 5 Voting: Each Member shall be entitled to only one vote. Each
Family/Household Member shall be entitled to only one vote not withstanding the number of individuals in the Family/Household If parties of a Family/Household
Membership cast multiple votes or if parties of a Family/Household Membership
dispute the vote cast by other parties of that Family/Household Membership, the
Board shall declare all such votes from that Family/Household Membership void.
If the manner of deciding any question has not been
otherwise prescribed, it shall be decided by a majority vote of the Members
present in person or by mailed ballot.
Section 6 Proxies: No proxy votes shall be allowed.
Section 7 Order of Business: The order of business shall
be as follows at all Membership Meetings of the Association, Meetings of the Board of Directors and Meetings of the Executive Committee if such business activity is applicable:
(a) Calling of the roll.
(b) Proof of notice of meeting or waiver of notice.
(c) Reading of the minutes.
(d) Receiving communications.
(e) Election of officers.
(f) Reports of officers.
(g) Reports of committees.
(h) Unfinished business.
(i) New business. Any question as to priority of business
shall be decided by the chair without debate. This order of business may be
altered or suspended at any meeting by a majority vote of the members present.
ARTICLE VII
Directors
Section 1 Number of Directors: The property, affairs,
activities and concerns of the Association shall be vested in a Board of
Directors consisting of fifteen (15) persons - individually and collectively
referred to herein as "Director" or "Directors"
respectively. These fifteen (15) persons shall be charged with the
responsibility of the day to day operation of the association and the prudent
conduct of its business. The members of the Board shall, upon election and qualification, immediately enter into the
performance of their duties and shall continue in office until their successors
shall be duly elected and qualified.
Section 2 Election of Directors and Terms of Office: Five
members shall be elected each year for three year terms. No director shall serve more than two and one half terms
consecutively. Thereafter no former director shall serve on the Board of
Directors sooner than three years from the end of his service as a director.
Subsequent elections or appointments shall comply with all of the above
requirements.
Section 3 Duties of Directors: The Board of Directors may:
(a) Hold meetings at such times and places as it
chooses.
(b) Print and circulate documents and publish publications supporting the purposes and objectives of the
Association and approved by the Directors.
(c) Communicate with other organizations interested
in any aspect of blacksmithing or in furtherance of
the interests of the Association.
(d) Employ agents.
(e) Devise and execute such other measures as it
deems proper to promote the objectives of the Association and to best protect and project the interests and welfare of the Association and its Members.
Section 4 Meetings of the Board: A Regular Board Meeting
shall be held as soon as practical after the annual election. Notice of the
meeting and the agenda thereof, shall be mailed to the last recorded address of
each member of the board at least ten days (10) before
the time appointed for the meeting. All notices of meetings shall include the place, day and hour of the meeting along with a
proposed agenda. The President may, when he/she deems necessary, or the
Secretary shall, at the request in writing of seven (7) members of the Board,
issue a call for a Special Board Meeting, at least adopted. The ballots recording such votes
shall be produced at the following meeting of the Board of Directors and the results of such ballots entered upon the Minute
Book of the corporation before being destroyed.
Section 5 Notice of Meetings: Written or printed notice
stating the place, day and hour of any Regular Board Meeting or Special
Board Meeting shall be made through a General Membership Publication, or by
U.S. Mail, or by an internationally-recognized for-profit mail service, sent to
each Member of the Association at least thirty (30) days before the date of the meeting. In
the case of a Special Board Meeting, or when required by statue or these by-laws, the purpose or purposes for which the meeting
is called shall be stated in the notice. If mailed, the notice shall be deemed
to be delivered when deposited in the U.S. Mail, or with an internationally-recognized for-profit mail service, with postage thereon paid,
addressed to the Member of the Association at his/her address
as it appears on the records of the Association.
Section 6 Quorum: Eight (8) members of the Board of
Directors shall constitute a quorum for the transaction of business at any Board Meeting. In the absence of the
President and Vice Presidents, the quorum present may choose a chairman for the
meeting. If a quorum is not present, a lesser number may adjourn the meeting to
a later date, not more than ten (10) days later. Decisions by ballot require an
affirmative vote of at least eight (8) members of the Board of Directors.
Section 7 Absence: Should any member of the Board of
Directors be absent from three consecutive meetings of the Board without
communicating to the President or Secretary the reason for such absence, and if
said reason should not be found acceptable by the members of the Board, the seat
may be declared vacant by a motion, approved by two-thirds (2/3) of the Board,
and the President may forthwith proceed to fill the vacancy [in accordance with Section 8 Vacancies below].
Section 8 Vacancies: Whenever any vacancy occurs on the
Board of Directors by death, resignation or otherwise, that vacancy shall be
filled without undue delay by a majority vote of the remaining members of
the Board Such vote may be by mailed ballot or electronic
communication. If by mailed ballot or electronic communication such ballots or
electronic communication shall be presented at the next Board Meeting and
recorded in the Minute Book of the Corporation before being destroyed. The
process for filling the vacancy will be fully articulated in the ABANA
Procedures Manual as approved by the Board and will: (1) afford first
consideration to those qualified candidates not elected in the most recent
Board election, and (2) maintain the existing staggered term structure of the
individual Board positions.
Section 9 Removal of Directors: Any one or more of
the Directors may be removed either with or without cause, at any time, by a
vote of two-thirds (2/3) of the Members present at any Regular Member Meeting,
or Special Member Meeting called for that purpose. If removal is considered at
a Regular Member Meeting or Special Member Meeting, the notice for that meeting
shall state the name(s) of the Director or Directors
sought to be removed. If removal is attempted at a Regular Member Meeting, or
Special Member Meeting there shall be a separate vote taken for each Director
sought to be removed. If removal is attempted by written ballot of
the Members, a separate entry is required for each Director sought to be
removed. A quorum shall be required as described at
ARTICLE VI Section 4 Membership Quorum.
ARTICLE VIII
Officers
Section 1 Number: The officers of this Association shall
consist of a President, a First Vice President and Second Vice President
(collectively referred to herein as "Vice Presidents"), a Secretary,
and a Treasurer. Only members of the Board of Directors of the Association
shall be eligible to hold an office of the Association. No two or more offices
may be held by the same person.
Section 2 Method of Election: The Directors, either in
regular meeting or by mailed ballot, shall elect, from their membership, all
officers for the term of one year. All incumbent officers may be elected to
successive terms in office. A majority of the votes
cast of the quorum present shall be necessary to elect officers, or in the case of mailed
ballots, an affirmative vote of at least eight (8) members. The five officers
so elected, shall constitute the Executive Committee. Election of the officers
shall take place each year as soon as practical following the election of
Directors.
Section 3 - Duties of Officers: The duties and powers of
the officers of the Association shall be as follows:
President
The President shall preside at the meetings of the
Association and of the Board of Directors and of the Executive Committee and
shall be a member ex officio, with right to vote, on all committees except the
nominating committee. He or she shall also preside at the biennial
meeting of the Association and such other times as he or she deems proper,
communicate to the Association or to the Board of Directors such matters and
make such suggestions as may in his or her opinion tend to promote the
prosperity and welfare and increase the usefulness of the Association and shall
perform such other duties as are necessarily incident to the office of the
President. The President shall have the authority to make committee chair
appointments other than for the Executive Committee.
Vice Presidents
In the case of the death or the absence of the President,
or of his or her inability from any cause to act, the First Vice President and
then the Second Vice President, in his or her absence, shall perform the duties
of the office of the President. Vice Presidents shall be appointed as chairmen
of standing committees as appointed by the President. In the event that the
First Vice President is removed from office for any reason, the Second Vice
President assumes the position of First Vice President and a new Second Vice
President shall be elected by the Board as outlined in
Article VIII, Section 2 Method of Election.
Secretary
The Secretary shall supervise the Central Office
Administrator employed by the Association. It shall be the duty of the
Secretary or his or her designated representative to give notice of and attend
all meetings of the Association and its several divisions and all committees
and keep a record of their doings. The Secretary shall conduct all
correspondence and carry into execution all orders, votes and resolutions not
otherwise committed; keep a list of the members of the Association; collect the
fees, annual dues and subscriptions and pay them over to the Treasurer; notify the President and members of the Association of the election of Directors and Officers;
notify members of their appointment to committees; furnish the chairman of each
committee with a copy of the vote under which the committee is appointed, and
at his or her request give notice of the meetings of the committee; prepare,
under the direction of the Board of Directors, an annual report of the transactions and condition of the Association, and
generally devote his or her best efforts to forwarding the business and
advancing the interests of the Association. In case of absence or disability of
the Secretary, the Executive Committee may appoint a Secretary pro tem. In the event that the Secretary shall resign, die or
otherwise be removed a new Secretary will be elected by the Board as outlined
in Article VIII, Section 2 Method of Election. The Secretary shall be
the keeper of the Association's seal.
Treasurer
The Treasurer shall keep an account of all funds received and expended for the use of the Association and shall make
disbursements only upon vouchers approved in writing by any member of the
Executive Committee other than himself or herself. He or she shall oversee the
deposit of all sums received in a bank, or banks, or trust company approved by
the Executive Committee, and make a report at the annual board meeting or when called upon by the President.
Funds may be drawn only upon the signature of the Treasurer or President if the
Treasurer is unavailable. The funds, books and vouchers in his or her hands
shall at all times be under the supervision of the Executive Committee and
subject to its inspection and control. At the expiration of his or her term of
office, he or she shall deliver over to the successor all books, monies and
other properties, or in the absence of a Treasurer-elect, to the President. In
the case of absence or disability of the Treasurer, the Executive Committee may
appoint a Treasurer pro tem. In the event that the
Treasurer shall resign, die or otherwise be removed new Treasurer will be
elected by the Board as outlined in Article VIII, Section 2 Method of Election.
Section 4 Bond of Treasurer: The Treasurer shall give a
surety bond in an amount to be determined by the Board of Directors. A
validated copy of the surety bond shall be presented to the Board of Directors
prior to assuming the handling of the assets and specifically his or her
signing of any checks. The cost of the surety bond will be paid by the
Association.
Section 5 Vacancies: All vacancies in any office shall be
filled by the Board of Directors without undue delay, at its regular meeting,
or at a meeting specifically called for that purpose or by written ballot.
Section 6 Compensation of Officers: The Officers and Directors may receive reimbursement as the
Board of Directors determines for reasonable expenses incurred in the
performance of their duties. Such expenses shall be paid on the approval of the
Treasurer and President.
ARTICLE IX
Central Office Administrator
The Board of Directors will appoint a person to serve as
the Central Office Administrator of the Association. The Central Office
Administrator shall carry out the daily operation of the Association and assist the Officers and Directors in their respective duties and
responsibilities. It shall be his or her further duty to promote the membership
and welfare of the Association, provided however, the Central Office
Administrator shall commit no act which would obligate the Association. The
Central Office Administrator shall be paid such salary or compensation as the
Board of Directors determines and pursuant to the contract agreed upon by the
Central Office Administrator and the Board of Directors (the "COA
Contract"). The Central Office Administrator will have an absolute
obligation, within reason, as outlined by the COA Contract, and applicable law,
to comply with any and all requests made by the Board of Directors or the
Executive Committee.
ARTICLE X
Committees
Section 1 Executive Committee: The Executive Committee may
act on behalf of the Association on any matter when the Board of Directors is
not in session, reporting to the Board of Directors for its ratification of its actions at a regular or special meeting or by
mail or electronic communication within 3 days if
no meeting is scheduled. Three members shall constitute a quorum for the
transaction of business. Meetings may be called by the chairman or by three
members. The Executive Committee shall have the Treasurer's accounts reviewed
at least once each year by an accountant and report thereon to the Board of
Directors. The scope of said review will be determined annually by the Board of
Directors.
Section 2 Election Committee: The President shall appoint
an election chairman who shall be responsible for nominations to replace the
five board members whose terms are expiring. The chairman of the election
committee shall solicit nominations from the general membership. Nominees
selected from the general membership shall be endorsed, in writing, with the
names of not fewer than ten (10) Members in good standing with the Association.
The election chairman shall set a schedule that will start with a call for
nominations at least four months before the annual election and provide
election results in advance of the fall meeting to the Secretary. Results of
the election shall be provided to the President for notification of the new
Directors.
Section 3 Election Procedures: The election chairman shall
solicit the nominations and provide them to the Central Office Administrator.
The Central Office Administrator shall prepare and mail out the candidates'
statements and ballots on the schedule provided by the election chairman. The
election chairman may also elect to conduct the election by placing the
candidates' statements and ballots in a General Membership Publication. The
list of nominees shall be in ballot form and mailed to the address of each
Member as it appears on the records of the Association or
included in a General Membership Publication. Upon voting, members will
mail their marked ballots to the Central Office Administrator by the postmark
deadline who shall forward all marked ballots received by the postmarked
deadline to the election chairman. A count of the ballots shall be made by the
Election Chairman, or a designated representative appointed by the executive
committee, and validated by another Member who is in good standing with the
Association. The Board of Directors may determine
other methods of conducting elections if it is determined that such other
method is in the best interest of the membership and the Association. The
results of any ballot shall be communicated to the Secretary without delay. The
ballots shall be retained until after the next meeting of the Board of
Directors and such ballot results have been recorded in the Minute Book of the
Corporation. All Board Members shall make every effort to obtain candidates for
election to the board, however, should there, at any election, be only five or
fewer candidates qualified for election at the time that qualifications close,
those qualified candidates shall be declared members of the board by default.
As soon as practicable thereafter the board shall fill any remaining vacancies
by appointment as stated at ARTICLE VII Section 8 Vacancies above.
Section 4 Other Committees: As soon as practical after the
election, the President shall appoint appropriate committee chairpersons,
including but not limited to, the Publications, Conference, Elections, Finance,
Grants and Member Services. The members of such committees shall hold office
until the appointment of their successors. Such
committees may contain Members of the Association who are not Directors, but
shall have at least one Director as a committee member.
Section 5 Special Committees: The President may, at any
time, appoint other committee chairpersons on any subject for which there are
no standing committees. Such committees may contain Members of the Association
who are not Directors, but shall have at least one Director as a committee
member. All decisions and budget requests made by special committees shall be
approved by the Board of Directors.
Section 6 Committee Quorum: The majority of any committee
of the Association shall constitute a quorum for the transaction of business,
unless any committee shall, by a majority vote of its entire membership, decide
otherwise.
Section 7 Committee Vacancies: The various committee
chairpersons shall have the power to fill vacancies in their membership with
the approval of the Executive Committee.
Section 8 Seal: The seal of the Association shall be as
more particularly shown in the following impression. (not shown)
ARTICLE XI
Amendments
These by-laws may be
amended, repealed or altered in all or in part by majority vote at any duly
organized meeting of the Association provided there
is a quorum present as defined at ARTICLE V Section 4 Membership Quorum or
by ballot. The proposed change shall be posted in a General Membership Publication, published on
the ABANA web site or mailed to each Member
at their address, as it appears on the records of the Association at least
twenty days before the time of the meeting which is to consider the change or at least thirty days before the ballot vote deadline. If by ballot, the ballot shall be sent to each Member at
least thirty days before the date of the vote deadline. Voting shall be
conducted in accordance with ARTICLE X Section 3 Election Procedures: or
ARTICLE VI Section 5 Voting, which ever is appropriate.
ARTICLE XII
Indemnification
Section 1: Each person who has been, now is, or shall hereafter be a member of the Board of
Directors, an officer or committee member of the Association shall be
indemnified by the Association to the extent of its treasury funds and as
permitted by law against all expenses reasonably incurred by him or her in
connection with any action, suit, proceedings or the settlement or compromise
thereof, or payment of any judgement or
fine resulting therefrom in which he or she may become involved by reason of
any action taken or omitted by him or her provided that such action was taken
or omitted in good faith for the Association.
ARTICLE XIII
Dissolution
By two-thirds vote of all the members of the Association,
the Association may be dissolved. Such vote shall be
in accordance and shall have the same requirements as applies to ARTICLE VI or
ARTICLE VI Section 5 Voting, which ever is appropriate. Upon the
dissolution of the Association, the Board of Directors shall, after paying or
making provisions for the payment of all liabilities of the Association,
dispose of all assets of the Association exclusively for the purposes of the
Association in such manner or to such organization or organizations organized and
operated exclusively for educational purposes as shall at the time qualify as
an exempt organization or organizations under section 501(c) (3) of the
Internal Revenue Code of 1986 as amended, as
the Board of Directors shall determine. Any such assets not so disposed of
shall be disposed of by an order of the proper court, exclusively for such
purposes or to such organization or organizations, as said Court shall
determine, which are organized and operated exclusively for such purposes. In
no event shall the assets of the Association be distributed to or inured to the
benefit of any individual member.
ARTICLE XIV
Rules of Order
The meetings of this Association shall be conducted in
accordance with Robert's Rules of Order as they may
be amended.
