NORTHWEST BLACKSMITH ASSOCIATION BYLAWS [note: these bylaws are outdated and have been replaced by a newer version]
ARTICLE I – NAME
The name of this non-profit corporation shall be NORTHWEST BLACKSMITH ASSOCIATION (the “Association”). The official acronym shall be “NWBA”.
ARTICLE II – PURPOSE
2.1 Purpose Defined: The Association is organized solely for educational purposes, including, but not limited to: encouraging and facilitating training programs and conferences to promote high standards for the art and craft of blacksmithing and related metal crafts; disseminating information about sources of equipment, literature and material related to the art and craft of blacksmithing and related crafts; exposing the public and interested groups to the art and craft of blacksmithing.
2.2 Limitation of Methods: The NWBA shall observe all local, state and federal laws that apply to a non-profit as defined in Section 501(c) 6 of the Internal Revenue Code and the applicable statutes of the Revised Code of Washington. Any questions regarding procedure during NWBA meetings shall be resolved according to Robert’s Rules of Order.
ARTICLE III – BOARD OF DIRECTORS
3.1 Powers: The business, property and affairs of the NWBA shall be managed by a Board of Directors that has the power to: Initiate and approve plans and events for the welfare and interest of NWBA members; print and circulate documents and publish publications supporting the purposes and objectives of the Association; communicate and consult with individuals and other organizations interested in blacksmithing and other related metal crafts; engage, consult with and contract for services; adopt the annual budget; raise and disburse funds; determine policy as required; devise and execute such other measures as it deems proper to promote the objectives of the NWBA and to best protect the interest and welfare of the NWBA and its Members.
3.2 Number: The Board of Directors shall consist of a minimum of nine (9) elected Directors, individually and collectively referred to herein as “Director” and “Directors” respectively.
3.3 Election of Directors and Terms of Office: Board terms shall be split with an even number of seats open for election one year and an odd number the following year. Upon election, Directors of the Board shall proceed with the performance of their duties and continue in office for a period of two years. Elected successors shall assume their duties the board meeting following an election.
3.4 Board Election Procedures: The Nominating Committee outlined in Article 5.3 shall have responsibility for soliciting nominations from the General Membership beginning with a call for nominations from the floor at the Fall Conference. Nominations will be open for 30 days, at which time nominations will be closed. Nominees will be provided information of the duties of a Board Member prior to being placed on the ballot.
At the close of the 30-day nomination period the Nominating Committee shall prepare and distribute a ballot listing the nominees in alphabetical order with their statements. Ballots will be mailed to the address of each Member as it appears on the records of the Association. Members shall be instructed to vote for as many positions, but no more, as are available on the Board of Directors. Ballots will be returned to the Nominating Committee for tabulation. In the event of a tie for the last available position or positions, the Nominating Committee Chair shall conduct a coin toss to determine the final position or positions. The election shall be completed in time to seat the new Directors at the January Board meeting. Results of the election shall be provided to the President for notification of the new Directors. At its meeting in January of the new year, the newly elected Board of Directors shall elect the officers of the Board.
3.5 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 by ballot of the remaining Directors of the Board at a Regular Board Meeting or at a Special Board Meeting which shall be called for the purpose. The Board will consider runner-up candidates from the last election for Board Directors in the order of the votes each received from the membership. Such new director shall complete the original term of office that was vacated.
3.6 Quorum: A simple majority of the Board of Directors shall be present to constitute a quorum for the transaction of business. In the absence of the President and Vice President, 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 thirty (30) days later.
3.7 Voting: Each Director shall have one vote at all Meetings of the Board of Directors except in those situations where a Director is precluded from voting by a conflict of interest. To pass, motions require an affirmative majority vote of all directors present at a legal meeting.
3.8 Removal of Directors by the Board: Any member of the Board of Directors may be removed by the Board of Directors for due cause including, but not limited to: three consecutive absences without communicating a valid reason to the President or Secretary, repeated and consistent failure to perform the duties of a Director, and unethical behavior including not reporting a conflict of interest. The seat may be declared vacant by a motion, approved by two-thirds (2/3) vote of the Board, and the President may promptly fill the vacancy using the policy outlined in Vacancies, Article 3.4.
3.9 Regular Meetings of the Board: There shall be a minimum of four (4) Board Meetings each year. Regular Board Meetings shall be held in January and July and during the Spring and Fall Conferences. Written notice of the meetings shall be given to all Association members at least thirty (30) days prior to the meeting. Notice may be in the form of an announcement in an Association publication, by postal mail, or by electronic data interchange mail, as determined by the Board of Directors. All Board meetings shall be open to any Member except when the Board has moved, during an open meeting, to go into Executive Session.
3.10 Executive Session: From time to time there are situations when an Executive Session may be warranted, i.e., when considering the purchase or lease of real property, or to consider charges of impropriety brought against a Director, Officer or Member. A motion to go into Executive Session shall state the nature of the business of the Executive Session and no other matter may be considered in the Executive Session. Attendance in Executive Session shall be limited to the Directors of the Board and any person whose presence is requested by the Board of Directors. Minutes of the Executive Session need not be taken. However, if they are taken, they may be recorded as a part of the minutes of that meeting.
3.11 Emergency Meetings of the Board: In lieu of a Regular Meeting, the Board may conduct emergency business at the call of the President or of one-third (1/3) of the members of the Board. A quorum must be present for an Emergency Meeting to be valid. An Emergency Meeting may be conducted via telephone, electronic mail or in person. Any minor budgetary and tactical decisions approved at an Emergency Meeting by a majority of board members present are valid. Any major policy or personnel actions taken must be ratified at the next Regular Board Meeting. The Board has the discretion to determine which major decisions need to be ratified at a Regular Board Meeting.
3.12 Conflicts of Interest: Officers and members of the Board of Directors shall take all precautions to avoid conflicts of interest including, but not limited to: profiting in their businesses by their service on the Board, influencing the Board to retain goods or services from a firm operated by a family member or close friends, and in general avoiding unethical behavior.
ARTICLE IV – MEMBERSHIP
4.1 Member: Any person who has an interest in blacksmithing or related arts and crafts and supports the purposes and Bylaws of the NWBA shall be eligible for membership upon payment of dues.
4.2 Payment of Dues and Amount: Annual dues shall be determined by the Board of Directors. Dues shall be payable on the first day of the calendar year. Any increase in dues shall be ratified by the Board no later than the October Board Meeting of the previous year. Notice of an increase in dues shall be published in the Association newsletter and on the website. A renewal statement of dues will be mailed to Members 30 days prior to the end of calendar year. Dues are non-refundable and will not be pro-rated for partial-year membership.
4.3 Default and Termination of Membership:
a) Any Member may resign from the NWBA by giving written notice to the Board of Directors.
b) Any member may be dropped from membership by a two-thirds (2/3) vote of the Board of Directors at a regularly scheduled meeting for conduct unbecoming a Member or detrimental to the purposes of the NWBA, provided that said Member shall be given written notice and the opportunity to be heard at the meeting.
c) Any Member will become inactive for non-payment of dues effective ninety (90) days from the due date. Any member who has not been dropped from membership as in 4.3b shall be reinstated once current dues are paid.
4.4 Voting Requisite: All Members as defined in Paragraph 4.1 above, whose dues are paid current, shall be considered Members of record and shall be entitled to one (1) ballot at General Membership meetings or by mail.
4.5 Membership Meetings: General Membership Meetings shall be held in conjunction with each NWBA Conference. Written notice of the meetings shall be given to all Association members at least thirty (30) days prior to the meeting. Notice may be in the form of an announcement in an Association publication, by postal mail or by electronic data interchange mail as determined by the Board of Directors. The Annual General Membership Meeting of the Association shall be held at the Fall Conference, unless otherwise decided by the membership or Board of Directors.
4.6 Irregularities: The accidental omission to give notice or the non-receipt of any notice by any member will not invalidate any resolution passed or any proceedings taken at any meeting.
4.7 Proxies: No proxy votes shall be allowed.
ARTICLE V – COMMITTEES
5.1 Standing Committees: The Board of Directors shall establish Standing Committees. At least two Directors shall serve on each committee. The President shall appoint standing committee chairpersons from the Board of Directors, including but not limited to Communications/Publications, Conference/Events, Finance/Budget, and Member Services. The members of such committees shall hold office until the appointment of their successors.
5.2 Ad-Hoc Committees: The Board of Directors shall establish Ad-Hoc Committees as required. The President shall appoint appropriate Ad-Hoc chairpersons. Such committees may contain Members of the Association who are not Directors, but shall have at least one Director as a committee member.
5.3 Nominating Committee: The President shall appoint a Chair and two or more additional Members to the Nominating Committee for the purpose of canvassing the entire membership for nominations and conducting the election. The Nominating Committee shall have responsibility for soliciting nominations from the General Membership.
5.4 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.
5.5 Committee Vacancies: The various committee chairpersons shall have the power to fill vacancies in their committees.
5.6 Committee Powers- No Power to Bind Corporation: Notwithstanding anything to the contrary in these bylaws, no committees referenced in this ARTICLE V, or elsewhere in these bylaws, shall have the authority or power to make decisions binding upon the membership, Board of Directors, or corporation. Any decisions reached by a committee shall be in the form of
recommendations to the Board of Directors in written form, and shall clearly set forth the reason(s) for such recommendation(s). The Board of Directors shall then consider each said committee recommendation and determine whether to enact or reject it.
ARTICLE VI – OFFICERS
6.1 Officers of the Board: The officers of this Association shall consist of a President, a Vice President, 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.
6.2 Method of Election: Election of officers shall take place at the January Board of Directors Meeting. An affirmative majority vote of the Directors present shall be necessary for election. These officers shall be elected for a term of one year. Officers and Directors may be elected to successive terms.
6.3 President: The President shall preside at all General Membership and Board of Directors meetings; shall be a member ex officio, with right to vote, on all committees except the Nominating Committee; make committee chair appointments; sign such papers as may be required by his or her office or as may be directed by the Board of Directors; make such reports and recommendations as necessary to the Board of Directors and to the Members of the Association at any meetings concerning the work and affairs of the NWBA; request from the Treasurer, Secretary and Committees such reports as in his or her judgment are necessary; and perform such other duties as may be incidental to the office.
6.4 Vice-President: The Vice-President, in the case of the death, disability or absence of the President, shall perform the duties and exercise the powers of the President; sign such papers as may be required by his or her office or as directed by the Board of Directors; perform such other duties as shall be prescribed to him or her by the Board of Directors or the President.
6.5 Secretary: The Secretary, or his or her designated representative, shall issue in writing all notice of meetings of the General Membership and the Board of Directors; receive and disburse all US mail; keep complete records of the meetings of the of all General Membership and Board meetings, including an accurate record of attendance of Board Members; present minutes from the described meetings in written form to the membership for acceptance at the next regularly scheduled meeting; mail such other notices as may be directed by the Board of Directors; be custodian of all records of the NWBA, except such records and papers as shall be kept by the Treasurer; sign such papers as may be required by his or her office or as directed by the Board of Directors; keep a list of the members of the Association; and perform such other duties as may be incidental to the office. At the expiration of his or her term of office, he or she shall deliver over to the successor secretary all books, records and other properties, or in the absence of a Secretary-elect, to the President. In case of absence or disability of the Secretary, the President may appoint a Secretary pro tem.
6.6 Treasurer: The Treasurer shall keep an account of all monies received and expended for use of the Association and shall make disbursements only upon written vouchers submitted; shall oversee the deposit of all received sums in a bank, or banks, approved by the Board of Directors; make written financial reports to the General Membership and to the Board of Directors at meetings or when called upon by the President; arrange for an annual review of the books by an outside accounting firm, chosen by the Board of Directors; shall have responsibility for filing all required reports with the appropriate local, state and federal governmental agencies. The Treasurer shall be authorized to receive and disburse budgeted funds and shall request approval from the Board of Directors for disbursement of funds in excess of ten percent (10%) of any budgeted item amount. The funds, books and vouchers in his or her hands shall at all times be under the supervision of the Board of Directors and subject to its inspection and control oversight. 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 President may appoint a Treasurer pro tem.
6.7 Compensation of Officers: Officers and Directors of the NWBA serve voluntarily and without compensation. However, the NWBA intends that Officers and Directors shall be promptly reimbursed for reasonable, out-of-pocket expenses incurred in the performance of their duties, upon presentation of appropriate receipts or other proof of expense. Such reimbursements shall be paid on the approval of the Treasurer and President.
ARTICLE VII – FISCAL YEAR
The fiscal year of the NWBA shall be the calendar year.
ARTICLE VIII – AMENDMENTS
The power to alter, amend, or repeal these bylaws, or adopt new bylaws, shall be vested in the Board of Directors. A simple majority vote shall be required to enact any said changes. PROVIDED, HOWEVER, prior to making any said bylaw changes, the Board of Directors shall first submit any recommended changes to the General Membership for approval. If less than a two-thirds majority vote of the General Membership in good standing in favor of the said recommendation(s) is obtained, the Board of Directors shall be prohibited from enacting the said recommended change(s).
ARTICLE IX – INDEMNIFICATION
Each Director or Officer, now or hereafter, serving the Association shall be indemnified by the Association to the extent of its treasury funds and as permitted by law against all expenses, judgments and liabilities, reasonably incurred by him or her in connection with any action, suit, proceedings or the settlement or compromise thereof, or payment of any judgment or fine resulting 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. The foregoing right of indemnification shall not be exclusive of other rights to which such director or officer may be entitled as a matter of law. The Board of Directors may obtain insurance policies for the purposes of providing the indemnification referred to and may limit indemnification to the limit of the insurance policy(s).
ARTICLE X – DISSOLUTION
Dissolution of the Corporation shall occur as follows. First, the Board of Directors shall enact a resolution recommending dissolution of the corporation. Second, the said resolution shall be provided to the General Membership in good standing for review. Third, the General Membership in good standing shall vote upon the resolution, and if a two-thirds majority of those casting ballots are in favor of dissolution is obtained, the Board of Directors shall immediately commence winding up the affairs of the corporation in an orderly fashion and filing with the State any required dissolution paperwork. Any corporation assets which remain after satisfaction of all corporation liabilities shall be conveyed to an organization, or organizations, as determined by the Board of Directors in its sole discretion, organized and operated exclusively for educational purposes and that has/have attained tax exempt status with the IRS under section 501(c) 3 of the Internal Revenue Code of 1986 as amended. In no event shall the assets of the Association be distributed to or inured to the benefit of any individual member.
THESE BYLAWS were duly adopted by the Board of Directors at its regularly scheduled meeting held on the 14th day of January, 2006.
s/s Torvald Sorenson