BYLAWS OF APPALACHIAN AREA CHAPTER OF ARTIST BLACKSMITH’S ASSOCIATION OF NORTH AMERICA
The principle office of the corporation shall be located at the address of the incumbent Secretary/Treasurer. The Board of Directors shall have the power and authority to establish or make a change of office to another location.
The officers of the corporation shall be a President, a Vice-President, and a Secretary/Treasurer. They shall have the duties as prescribed below.
SELECTION AND TERMS OF OFFICE
The officers shall be elected to two-year terms. The elections shall be conducted at the December meeting every odd year (2003), (2005), (2007)…. The President shall appoint a nominating committee four months prior to the election. The committee shall publish their list of candidates for each office in the newsletter that is the closest to and at least 30 days prior to the election. Nominations for each office shall be opened to the floor prior to the election at the December meeting. All nominated for office, either by committee or from the floor, must agree to serve to become a candidate.
The Vice-President shall be nominated President. Should the Vice-President choose not to became a candidate for President, this decision shall be made known to the nominating committee, and they shall nominate another candidate for President. The intent is to provide an orderly succession to the office of President; however, this does not preclude successive terms for the office of President or Vice-President provided that it is with the mutual consent of the office holders and the nominating committee.
The Secretary/Treasurer may be elected for as many successive as the office holder chooses.
Section III REMOVAL
Any officer elected by the membership or appointed by the Board of Directors may be removed by the Board with or without cause whenever, in its judgment, the best interest of the corporation would be served thereby.
Section IV VACANCIES
A vacancy in any office because of death, resignation or other cause, may be filled by the Board of Directors for the unexpired portion of the term.
POWERS AND DUTIES OF THE PRESIDENT
The President shall be the principle executive officer of the corporation and shall, in general, supervise and control all the business of the corporation. The President shall preside at all meeting of the Board of Directors; He shall preside at all meetings of the membership of the corporation. With the approval of two-thirds of the board, he may obligate the corporation to pay for supplies, etc., purchased for the use of the corporation. The President shall set the date and time of all meetings of the corporation. He is to be responsible for planning and executing the programs for the organization, which responsibility he may delegate at his discretion. He is responsible for the monthly newsletter, which is sent out at least one week before the monthly meeting. He shall have the power to appoint any committee or individual he deems necessary for the proper functioning of the organization. He shall have the power to authorize any checks that are written or signed by the Secretary/Treasurer for proper corporation purposes. Any additional duties or responsibilities that may arise from time to time shall be under the responsibility of the President, unless expressly assigned to other officers by these bylaws.
POWERS AND DUTIES OF THE VICE-PRESIDENT
In the absence of the President, or in the event of the inability or refusal to act by the President, the Vice-President shall perform the duties of the President: and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice-President shall perform such other duties as from time to time may be assigned by the President.
POWERS AND DUTIES OF THE SECRETARY/TREASURER
The Secretary/Treasurer shall take minutes of all meetings, both of the corporation and board meeting held. These shall be kept as a permanent record for the corporation. The Secretary/Treasurer shall be the custodian of all corporation records. The Secretary/Treasurer shall keep a record of the post office addresses and phone numbers of all members of the corporation.
In general, the Secretary/Treasurer shall perform all duties incident to the office of secretary by secretaries of corporations similar in organization and purposes to the corporation, and shall perform such other duties as time to time may be assigned by the President or by the Board of Directors.
The Secretary/ Treasurer shall have custody of and be responsible for all funds and securities of the corporation, shall receive and give receipts for all monies due and available to the corporation from and source whatsoever, and shall deposit all such monies in the name of the corporation in such banks, trust companies or other depositories as are selected by the Board of Directors. The Secretary/Treasurer shall sign all checks authorized by the President for the benefit of the corporation.
The officers shall serve without salary.
EXPENSES OF OFFICERS
The travel expenses and other expenses incurred by the officers acting in their official capacity may be approved by the Board of Directors.
Section I GENERAL POWERS
The business and affairs of the corporation shall be managed by its Board of Directors with the exception of specific powers assigned to the president.
NUMBER, TENURE AND QUALIFICATIONS
The number of Board of Directors shall be three (3) and shall consist of the officers of the corporation. The tenure of the Board of Directors shall coincide with the terms of the officers of the corporation.
A regular annual meeting of the Board of Directors shall be held without notice other than that required in these bylaws. The Board of Directors may provide, by resolution, the time and place for holding additional regular meetings without other notice than such resolution.
Special meetings of the Board of Directors may be called by or at the request of the President and may be held at any place, either within or without the State Of Tennessee, as the President may determine.
MEETING OF THE MEMBERS
Meeting shall be held monthly for the general membership. The time and place of the meeting shall be determined by the President. Reasonable notice shall be given of any meeting. Seven (7) members shall constitute a quorum.
Notice of any special meeting of the Board of Directors shall be given at least twenty-four (24) hours before the time fixed for the meeting by word of mouth, telephone, or written notice to each Director. A Director may waive notice of any meeting.
A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. But, if less than such a majority is present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.
The act of the majority of the Board of Directors present at a meeting, which a quorum is present, shall be the act of the Board of Directors.
By resolution of the Board of Directors, the Directors may be paid their expenses if any, at such meeting of the Board.
ACTION BY DIRECTORS WITHOUT FORMAL MEETING
Any action required by law to be taken by the Directors, or any other action, which may be taken at a meeting of the Directors, may be taken without a meeting at the discretion of the President.
ACCOUNTS, MINUTES, ETC.
The corporation shall keep correct and complete books and record of account and shall also keep minutes of the proceedings of the Board of Directors.
The fiscal year of the corporation shall be January 1 si to December 31st each year.
MEMBERS OF THE CORPORATION
Any person may become a member of the corporation if they are interested in blacksmithing, approved by two-thirds vote of the Board of Directors, and upon paying dues for one year.
Members shall be assessed yearly dues. The amount to be fixed by a unanimous vote of the Board of Directors. The Board of Directors may, at their discretion, alter the amount of dues.
REMOVAL OF MEMBERS
Member’s names shall be removed from the roll of this corporation upon non-payment of dues for the following calendar year upon receipt of a notice sent by the Secretary/Treasurer. Said notice is to be sent Thirty (30) days prior to the start of the calendar year. The member may be allowed up to three (3) months to pay his/her current due from the date of the notice.
REINSTATEMENT OF MEMBERS
Members may be reinstated by payment of all past dues owed the corporation and by a two-thirds vote of the Board of directors.
HONORARY LIFE MEMBERS
Any person who has contributed to the advancement of blacksmithing and has given excessively of his/her time and talents to the advancement of blacksmithing in the corporation may be made an Honorary Life Member by full vote of the Board of Directors. He/she shall be entitled to all privileges as a member, but is exempt from payment of dues and all assessments.
ADMENDMENTS TO BY-LAWS
These by-laws may be altered, amended or repealed and new by-laws may be adopted by approval of all members of the Board of Directors. The foregoing by-laws of the corporation were duly adopted at a meeting of the Board of Directors held upon the 5th day of December 2003.