Bylaws for the Philip Simmons Artist Blacksmith Guild

ARTICLE I
Name
The name of this association is ration shall be the PHILIP SIMMONS ARTIST BLACKSMITH GUILD. (the "Guild"). The official acronym shall be "PSABG".


ARTICLE II
Purposes and Objectives 
The Guild 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 groups. Further, the Guild 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 Guild shall inure to the benefit of, or be distributed to its Members, Directors, trustees, officers, or other private persons, except that the Guild shall be authorized and empowered to pay reasonable compensation for services rendered. 
Notwithstanding any other provisions of these articles, the Guild shall not carry on any other activities not permitted to be carried on (a) by an association 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 an association, 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 III
Membership
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 Guild:
(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.
  (b)  A Student Member is an individual who is a full-time student in an educational institution, recognized as such by the Secretary of the Guild.
  (c)  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 the GUILD. Honorary Life Members shall be exempt from payment of any annual dues for their lifetime and shall be entitled to all the privileges of a Family/Household Member. The GUILD 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.   
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, firm or corporation may become a member by the means provided by theGUILD, accompanied by payment of one year's dues, to the President, Vice-President or Secretary. Dues are non-refundable.
Section 4 Resignation: Any Member may withdraw from the Guild at any time.

 

ARTICLE IV
Dues
Section 1 Annual Dues: The Board of Directors may determine from time to time the price of annual dues payable to the Guild by Members.
Section 2 Payment of Dues: Dues shall be payable January. A statement of dues is included in the monthly newsletter. 
Section 3 Default and Termination of Membership: When any member shall be in default in the payment of dues for a period of one year from the beginning of the calendar year of which such dues become payable, his or her membership may thereupon be terminated. 


ARTICLE V
Membership Meetings & Membership Voting
Section 1 Biennial Membership Meetings: Biennial Membership Meetings shall be held in conjunction with the February Guild Meeting. Notice of the meeting shall be published in the newsletter not less than sixty (60) days before the time of the meeting. The principle reason for this standing meeting is for the election of officers, but a special membership meeting may be called as needed by the President or the Board of Directors.  All notices of meetings shall set forth the time, date, place and purposes of the meeting.


ARTICLE VI
Board Members
Section 1 Number of Board Members: The property, affairs, activities and concerns of the Guild shall be vested in a Board of Directors consisting of four (4) Guild members - individually and collectively referred to herein as "Director" and "Directors" respectively and the Guild President and Vice-President.  The past-President is invited to sit on the Board of Directors for one year following his term to provide continuity and act as a resource to the President and the Board. 
The President and Vice-President shall be charged with the responsibility of the day to day operation of the Guild 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: Two members shall be elected each year for two 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 any other publication supporting the purposes and objectives of the Guild and approved by the Directors.
3.   Communicate with other organizations interested in any aspect of blacksmithing.
4.   Employ agents.
5.   Devise and execute such other measures as it deems proper to promote the objectives of the Guild and to best protect the interest and welfare of the Guild and its Members.
6.  Oversee the activities of the Guild and the actions of the President, Vice-President, and Secretary.
Section 6 Quorum: Four(4) members of the Board of Directors shall constitute a quorum for the transaction of business. In the absence of the President and Vice-President, the Board may choose a chairman for the meeting. If a quorum is not present, a lesser number may adjourn the meeting to a later date. 
Section 7 Absence: Members of the Board of Directors should endeavor to attend the Guild meetings.  If the continued absence of a Director from Guild meetings, the remaining members of the Board may declare the seat vacant.  By a motion, approved by the Board, the President may forthwith proceed to fill the vacancy.
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 by ballot of the attending Guild members at the first Guild meeting to be held.  The process for filling the vacancy will be fully articulated 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 Special Member Meeting called for that purpose.  The notice for that meeting shall state the name(s) of the Directors sought to be removed. 


ARTICLE VII
Officers
Section 1 Number: The officers of this Guild shall consist of a President, a Vice President and a Secretary/Treasurer. No two or more offices may be held by the same person.
Section 3 - Duties of Officers: The duties and powers of the officers of the Guild shall be as follows:

President
The President shall preside at the meetings of the Guild and of the Board of Directors and shall be a member ex officio, with right to vote to break ties. The President shall also, at the biennial meeting of the Guild and other times deemed proper, communicate to the Guild or to the Board of Directors such matters and make such suggestions that tend to promote the prosperity and welfare and increase the usefulness of the Guild 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.
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 Vice President shall perform the duties of the office of the President. 
Secretary/Treasurer
The Secretary/Treasurer shall give notice of and attend all meetings of the Guild and keep a record of Guild doings. The Secretary shall keep a list of the members of the Guild; collect the fees, annual dues and subscriptions and pay them; keep an account of all monies received and expended for the use of the Guild and shall make disbursements. He or she shall oversee the deposit of all sums received in a bank, or banks, or trust company approved by the Board and make a report at the annual meeting or when called upon by the President. Funds may be drawn only upon the signature of the Secretary/Treasurer or President if the Secretary/Treasurer is unavailable with signature of the Officers. The funds, books and vouchers in his or her hands shall at all times be under the supervision of the Board 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 Secretary/Treasurer-elect, to the President. In the case of absence or disability of the Secretary/Treasurer, the Board may appoint a Secretary/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 Guild.
 Section 5 Vacancies: All vacancies in any office shall be temporarily filled by the Board of Directors without undue delay.  At the next regular Guild meeting or as soon there after as practical, or at a meeting specifically called for that purpose or by written ballot, the position shall be filled for the full term by membership vote. 


ARTICLE VIII
Amendments
These bylaws may be amended, repealed or altered in all or in part by majority vote at any duly organized meeting of the Guild or by ballot. The proposed change shall be mailed to each Member at their address, as it appears on the records of the Guild, at least thirty days before the time of the meeting which is to consider the change.


ARTICLE IX
Dissolution
By two-thirds vote of all the members of the Guild, the Guild may be dissolved. Upon the dissolution of the Guild, the Board of Directors shall, after paying or making provisions for the payment of all liabilities of the Guild, dispose of all assets of the Guild exclusively for the purposes of the Guild 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 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 Guild be distributed to or inured to the benefit of any individual member.


ARTICLE X
Rules of Order
The meetings of this Guild shall be conducted in accordance with Robert's Rules of Order.

Jerry Fowler   _________Original Signed by Jerry____Date__11/1/06_____
Vice President

Barry Myers  _______Original Signed by Barry_____  Date__11/1/06__
President

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