ABANA By-Laws
ARTIST-BLACKSMITH'S ASSOCIATION OF NORTH AMERICA, INC
(A Non-Profit Corporation)
BY-LAWS
Last Membership Vote on Changes - Summer 1996
The name of this non-profit corporation shall be ARTIST-BLACKSMITH'S ASSOCIATION OF NORTH AMERICA. The official acronym shall be "ABANA".
ARTICLE II
Purposes and Objectives
The Corporation is organized exclusively for educational purposes, including the following: to encourage and facilitate the establishment of training programs for aspiring smiths; 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 architects, interior designers, other interested groups and the general public. 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 distributable to its members, 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 1954 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under section 170(c) (2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law). [to top]
Section 1
Qualifications: Any person, firm or corporation engaged in blacksmithing 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 is all people living together in a household and their close relatives who practices blacksmithing as a profession or avocation or are interested in blacksmithing.
(b) A student member is one who is a full-time student in an educational institution, recognized as such by the Secretary of ABANA.
(c) A senior citizen member is one who has attained the age of 65.
(d) A contributory member is one who elects to pay $100.00 or over for an annual membership.
Section 3
Membership Qualifications: A person, firm or corporation may become a member by written application on forms provided by ABANA, accompanied by payment of one year's dues, to the president, secretary or the executive secretary employed by ABANA. Dues are non-refundable.
Section 4
Honorary Members: The Board of Directors at a duly organized meeting may elect Honorary Members by unanimous vote of the directors present. Honorary Members shall be exempt from payment of any fees whatsoever and shall be entitled to all the privileges of regular members, except the right to vote or hold office.
Section 5
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 meeting after its receipt. [to top]
Section 1
Definition: For the purposes of ABANA, a chapter shall be defined as any group of persons who desire to promote blacksmithing and blacksmithing education and who are willing to promote the ideas served by ABANA.
Section 2
Chapter Application Requirements: Upon application as set forth below, ABANA will officially recognize such chapters and enter them on their roll. ABANA Chapters will then share the benefits specifically set forth in these by-laws, and as set forth in ABANA's other operating procedures. Any group of persons may petition to become a recognized ABANA Chapter by filing an application with the ABANA Excecutive Secretary. The application for chapter recognition shall include the following:
(a) The names of at least five current ABANA members who are also members of the chapter;
(b) A roster, including addresses, of the current members of the chapter;
(c) The name of the chapter;
(d) A copy of the chapter's by-laws and/or Articles of Incorporation;
(e) The names and addresses of the present chapter officers, including the newsletter editor (if any);
(f) A statement, signed by the chapter president, that the chapter agrees to abide by the applicable ABANA by-laws and other structured operating procedures.
Section 3
Approval Procedure: Upon receipt of the application, a motion will be placed before the ABANA Board of Directors, and upon favorable vote thereof, the Chapter will be issued a Charter and listed upon the roll of the ABANA Chapters. [to top]
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. [to top]
Section 1
Annual Dues: The Board of Directors may determine from time to time the amount of initiation fee, if any, and annual dues 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 joins. A minimum of two statements of dues will be mailed from the ABANA 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 beginning of the fiscal year or period of which such dues become payable, his or her membership will thereupon be terminated. [to top]
Section 1
Biannual Meetings: Membership meetings shall be held in conjunction with each ABANA International Conference. Notice of the meeting, signed by the secretary, shall be published in the Anvil's Ring, 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 and will include a proposed agenda.
Section 2
Special Meetings: Special meetings may be called by the Board of Directors. Upon written request of 20% of the ABANA Membership, the Board of Directors shall call a special meeting to consider a specific subject. Notice of a special meeting shall be mailed to the last recorded address of each member of the board at least 30 days prior to the date of the special meeting. The notice will show the time and place of the meeting and will include a proposed agenda.
Section 3
Quorum: The presence in person or by proxy of one hundred (100) members of the Association entitled to vote shall be necessary to constitute a quorum for the transaction of business. All categories of paid memberships are entitled to vote if their dues are paid current.
Section 4
Voting: Any one member of the Association may represent it at any meeting. Only dues- paying members may vote. Each dues-paying member shall be entitled to only one vote. Each family/household member shall be entitled to only one vote despite the number of individuals in the family and household. 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 proxy.
Section 5
Proxies: Every member of the Association entitled to vote at any meeting thereof may vote in proxy. A proxy shall be in writing and revocable at the pleasure of the member executing it. Unless the duration of the proxy is specified, it shall be invalid after eleven months from the date of its execution.
Section 6
Order of Business: The order of business shall be as follows at all meetings of the Association, Board of Directors and Executive Committee:
(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.
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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. 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, 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.
Section 3
Duties of Directors: The Board of Directors may:
1. Hold meetings at such times and places as it chooses.
2. Print and circulate documents and publish the Anvil's Ring.
3. Communicate with other organizations interested in blacksmithing.
4. Employ agents.
5. Devise and execute such other measures as it deems proper to promote objectives of the Association and to best protect the interest and welfare of the members.
Section 4
Meetings of the Board: A regular meeting of the Board of Directors shall be held immediately 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 before the time appointed for the meeting. 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 meeting of the Board, at least ten days before the time appointed for the meeting. Due to the great distances directors may be required to travel to a meeting, the Board shall have the option of conducting meetings by mail, all decisions to be made by written ballot. Ballots must state the matters to be considered and must be returned to the secretary within twenty (20) days after being
mailed to the last recorded address of each board member. All notices of meetings shall include the time and place of the meeting along with a proposed agenda.
Section 5
Quorum: Eight (8) members of the Board of Directors shall constitute a quorum for the transaction of business. 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 mailed ballot require an affirmative vote of at least eight (8) members.
Section 6
Absence: Should any member of the Board of Directors absent himself/herself unreasonably from three consecutive meetings of the Board without sending a communication to the president or secretary stating his or her reason for so doing, and if his or her excuse should not be accepted by the members of the Board, his or her seat on the Board may be declared vacant, and the president may forthwith proceed to fill the vacancy.
Section 7
Vacancies: Whenever any vacancy occurs on the Board of Directors by death, resignation or otherwise, it shall be filled without undue delay by a majority vote by ballot of the remaining members of the Board at a regular meeting or at a special meeting which shall be called for the purpose. The election shall be held within sixty days after the occurrence of the vacancy. The person so chosen shall hold office for the remainder of the term of the director he/she replaces.
Section 8
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 of the members present at any special meeting called for that purpose.
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Section 1
Number: The officers of this Association shall consist of a president, a first and second 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. No two or more offices may be held by the same person.
Section 2
Method Election: The directors, either in regular meeting or by mailed ballot, shall elect, from their membership, all officers for the term of one year, except the president who shall serve for two (2) years. A majority of the quorum present shall be necessary for an election, 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 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, of all committees except the nominating committee. He or she shall also, at the biannual 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 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.
Secretary
The secretary shall supervise the executive secretary 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 officers and members of the Association of their election; 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. The secretary shall be the keeper of the Corporation's seal.
Treasurer
The treasurer shall keep an account of all monies 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 deposit all sums received in a bank, or banks, or trust company approved by the Executive Committee, and make a report at the biannual meeting or when called upon by the president. Funds may be drawnonly 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.
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.
Section 6
Compensation of Officers: The officers may receive such salary or compensation as the Board of Directors determines.
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ARTICLE IX
Executive Secretary
The Board of Directors will appoint a person to serve as executive secretary of the Association. It shall be the duty of the incumbent of this position to carry out the daily operation of the Association and to assist the officers 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 executive secretary shall commit no act which would obligate the Association. Said executive secretary shall be paid such salary or compensation as the Board of Directors determines. The executive secretary will have an absolute obligation to comply with any and all requests made by the Board of Directors or the Executive Committee.
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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 their actions at a regular or special meeting or by mail within 30 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 audited at least once each year by an accountant and report thereon to the Board of Directors. The scope of said audit 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 getting nominations for directors to replace the five board members whose terms have expired. The chairman of the election committee shall solicit nominations from the general membership. Nominees selected from the general membership shall be endorsed with the names of not fewer than ten (10) members in good standing with the association. Nominees who are directors with expiring terms will require no endorsements. The election chairman shall set a schedule that will start with a call for nominations four months before the annual election and provide election results in advance of the fall meeting. 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 executive secretary. The executive secretary shall prepare and mail out the resumes and ballots on the schedule provided by the election chairman. The list of nominees shall be in ballot form and mailed to the last recorded address of each member. Upon voting, members will mail their marked ballots to the executive secretary's office. 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.
Section 4
Other Committees: As soon as practical after the election, the president shall appoint appropriate committees, including but not limited to, the publications, conference, elections, finance, grants and membership. The members of such committees shall hold office until the appointment of their successors.
Section 5
Special Committees: The president may, at any time, appoint other committees on any subject for which there are no standing committees.
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 committees shall have the power to fill vacancies in their membership.
Section 8
Seal: The seal of the Association shall be as more particularly shown in the following impression. (not shown) [to top]
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 or by mailed ballot. The proposed change shall be mailed to the last recorded address of each member at least twenty days before the time of the meeting which is to consider the change. [to top]
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. [to top]
By two-thirds vote of all the members of the Association, the Association may be dissolved. 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 (or the corresponding provision of any future United States Revenue Law), 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. [to top]
ARTICLE XIV
Rules of Order
The meetings of this Association shall be conducted in accordance with Robert's Rules of Order. [to top]
If you have any questions or comments please call the ABANA office at (706) 310-1030
between 8:30AM and 4:30 PM EST (M-F) or email ABANA.
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