May 2018 draft
MINN-DAK WOODTURNERS BY-LAWS
(A CHAPTER OF THE AMERICAN ASSOCIATION OF WOODTURERS)
The name of this organization shall be the Minn-Dak Woodturners. This organization shall also be identified as “the Minn-Dak Woodturners” or by the acronym “MDWT”; and may be referred to in these by-laws simply as the “Chapter”. The principal office of the corporation shall be located at the address of its then current President. The corporation may have other offices and may conduct its business at such other locations as the Board of Directors may determine from time to time. In the event the President is not a resident of ND, a ND resident will be appointed from among the Directors as the agent.
Our mission is to provide education and information to those who are interested in woodturning. We define woodturning as the shaping of wood using a lathe, which results in objects and images that range from the familiar to the profound. This includes everything from decorative and functional bowls, boxes, and vessels, to furniture, architectural spindles, toys, tools, musical instruments, and sculptural objects.
Purposes and Objectives
In following the thrust of our Mission Statement, the Minn-Dak Woodturners shall promote an interest in woodturning for persons of all levels of competence and experience, including beginners and advanced professionals; to provide up-to-date information, education and guidance for all members; to stimulate creativity, and to explore new methods and techniques for advancing woodturning as both a creative craft, and as a unique art form; and to encourage membership in, and continued support for, the American Association of Woodturners.
Section A, The Minn-Dak Woodturners are formed and shall be operated exclusively for “charitable, scientific and educational” purposes as those terms are defined within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding section of any future Internal Revenue Law of the United States) as now enacted or an may be hereafter amended (“Code”). The primary mission is to create and coordinate a wide range of educational opportunities for woodturners and people interested in woodturning.
Section B, Private Inurement. No part of the net earnings of the Minn-Dak Woodturners shall inure, directly or indirectly, to the benefit of any private person or individual; and no Director, officer of the MDWT shall receive any pecuniary benefit of any kind except reasonable compensation for services actually rendered to the MDWT in effecting its corporate purposes. No substantial part of the activities of the MDWT shall consist of carrying on propaganda or otherwise attempting to influence legislation; nor shall the MDWT participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of any candidate for public office. Section C, Liquidation. In the event the Minn-Dak Woodturners is dissolved and liquidated, the Board shall, after paying or making provision for payment of all the liabilities of the Chapter, distribute its remaining assets to one or more organizations described in Section 501(c)(3) of the Code and Section 170(b)(1)(A) of the Code (and who have been so described for a period of at least sixty (60) months prior thereto_ exclusively for one or more exempt purposes within the meaning of Section 501(c)(3) of the Code. Any of the property or assets not so distributed shall be distributed by the Court of Common Pleas for the County in which the principal office of the Minn-Dak Woodturners is location to one or more organizations so described for such purposes.
Section D, Private Foundation Restrictions. For any period in which the Minn-Dak Woodturners are determined to be a private foundation within the meaning of Section 509 of the Code:
(a) The Chapter may not merge or consolidate with any corporation or other entity which is not an exempt organization described in Code Section 501(c)(3) and Section 170(b)(1)(A) (other than clauses (vii) and (viii) and which has not been in existence and so described for a continuous period of at least sixty (60 calendar months.
Relationship to the American Association of Woodturners
The Minn-Dak Woodturners shall be a Chapter of the American Association of Woodturners, (AAW), and shall support and participate in the activities of that organization. The Executive Officers of the Chapter agree to be members in good standing of the AAW. The Chapter will encourage all members to become affiliated with the AAW. The AAW specifically disassociates itself from any debts, obligations, or encumbrances of the Chapter; the AAW and its Board of Directors shall have no legal or financial responsibility in the affairs of the MDWT or its Board of Directors.
Section A, Qualifications: Regular Membership shall be open to all persons eighteen (18) years of age or older. Membership shall be contingent upon the payment of dues as provided for in Article VI of the Bylaws.
Section B, Categories of Membership: The Chapter shall have the following categories of membership:
Regular Member is any one person who practices woodturning as a profession or avocation, or is interested in woodturning.
Associate Member is any person under the age of eighteen (18) years, or any individual designated by the Board of Directors at a duly organized meeting, and voted unanimously by those present to attain that category. Associate Members shall be exempt from the payment of any dues or fees, and shall be entitled to all privileges of regular members, except the right to vote or hold office.
Lifetime Member is any individual nominated by a Board Member or chapter member that has contributed to the chapter in an exemplary manner. Members nominated for this status will be reviewed at a duly organized Board Meeting, and voted unanimously to attain that category. Lifetime Members shall be exempt from the payment of any dues or fees; and shall be entitled to all privileges of regular members.
Section C, Removal of Member: Removal of any member of the Minn-Dak Woodturners may be accomplished by a majority vote of the full Board of Directors.
Section A, Annual Dues: All members shall pay dues as recommended by the Board of Directors and approved by the membership.
Section B, Renewal Dues: Will be due on September 1, and payable no later than the last day of October. Members who do not pay their dues prior to the November meeting shall be considered to have dropped their membership. Such persons must pay their full annual dues in order to reinstate their membership for the current year. Exceptions to the above may be considered by the Board of Directors should extenuating circumstances be present.
The fiscal year of the Chapter shall be the January 1 to December 31; and may be changed by the Board of Directors if such change will benefit the Chapter.
Section A, Monthly Meetings: Regular meetings of the Chapter shall be held on the second Thursday of each month, September to May, or at alternative times, with the time and location determined by the Board of Directors and announced by email or by direct mail.
Section B, Special Meetings: Special meetings may be called by the Chapter’s Board of Directors. Also, upon written request of 20% of the Chapter’s membership, the Board of Directors shall call a meeting to discuss a specific subject. Notice of a “Special Meeting” shall be published by separate email or direct mail letter, at least 2 weeks prior to the date of the meeting. This notice will show the date, time, and place of the meeting, and will include a proposed agenda.
Section C. Quorum: The presence in person, or by proxy, of 25% of members of the Chapter entitled to vote shall be necessary to constitute a quorum for the transaction of business. Members are entitled to vote only if current dues have been paid.
Section D: Proxies: Every member of the Chapter entitled to vote at any regular meeting may vote in proxy. A proxy shall be in writing and is revocable at the pleasure of the member executing it. Unless the duration of the proxy is specified, it shall be invalid after 90 days from the date of its execution.
Board of Directors
Section A, Powers: The Board of Directors shall be the governing body of the Chapter, and shall have all powers necessary to conduct the business of the Chapter, which are consistent with these By-Laws. The Board of Directors shall nominate Directors, Officers, and appoint committees and special positions as may be required. The Board of Directors shall also have the power to abolish any committee or special position. Section B, Number and Manner of Election:
1. The Board of Directors shall consist of four (4) Executive Officers and no less than four (4) elected Directors, plus the immediate Past President.
2. The Board of Directors will determine the number of Directors desirable and select a slate of nominees no later than April 1, present it to the membership at the April meeting, and accept any floor nominations at that time. Elections will be conducted at the May meeting with newly elected Directors assuming duties on September 1 of that year. Election will be by a simple majority of votes cast by the membership present.
Section C, Terms of Office: Elected Directors shall serve for terms of two (2) years. No Director may serve more than three (3), complete consecutive terms. Terms of the elected Directors should be staggered to maintain some degree of continuity within the Chapter organization. Arrangement of terms will be coordinated by the currently serving Directors. The Chapter secretary will record the term of each Director and advise the Board which Directors Term expires each year.
Section D, Meetings of the Board: A regular meeting of the Board of Directors shall be held within 30 days of the annual election of Officers and Directors. The President may, when he or she deems necessary, or the Secretary, at the request in writing of three (3) members of the Board, shall issue a call for a special meeting of the Board, at least ten (10) days before the appointed date for the meeting. Special meeting items and related decisions requiring Board approval, may be accomplished via email or direct mail. Proposals must be clearly stated, and responses returned to a designated member of the Board of Directors within seven (7) days.
Section E, Quorum: In regular meetings, a simple majority of Directors present will constitute a quorum. In email ballots (decisions), a majority of Directors currently in office will be required to determine an affirmative vote.
Section F, 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 by the remaining members of the Board of Directors at a regular Board meeting, or at a special meeting which shall be called for that purpose. The election shall be held as soon as possible, but no later than sixty (60) days after the occurrence of the vacancy. The person so chosen shall hold office for the remainder of the term of the Director he or she replaces.
Section G, Removal of Directors: Any one or more of the Directors may be removed with just cause, at any time, by a vote of two-thirds of the members present at any special meeting called for that purpose.
Section A, Number: The Executive officers of the Chapter shall consist of a President, a Vice President, a Secretary, and a Treasurer. These Officers shall serve on, and be included in, the Board of Directors.
Section B, Method of Election: The Officers shall be elected at the May meeting of the Chapter, and shall serve for terms of 2 years. A slate of Officers shall be developed by the Board of Directors no later than April 1, presented to the membership at the April meeting, and combined with any nominations from the floor at that time. The election of Officers will take place at the May meeting with the newly elected Officers assuming full duties on September 1 of that year. Elections will be by a simple majority of votes cast by the membership present.
Section C, Duties of Officers: The duties and powers of the Officers of the Chapter shall be as follows:
PRESIDENT- The President shall be the chief executive officer of the Chapter; shall chair all meetings of the Board of Directors, and regular monthly meetings of the Chapter; shall be authorized to make deposits and withdrawals of the Chapter’s funds for Chapter purposes; and shall have the power to enter into and sign contracts in the name of the Chapter whenever such contracts are authorized by the Board of Directors. The President shall have the authority to make committee appointments, and will coordinate the appointment and actions of an Audit Committee, as required.
VICE PRESIDENT- In the case of 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 President.
SECRETARY- The Secretary shall attend and keep minutes of all meetings of the Chapter, its Officers, and its Board of Directors. The Secretary shall conduct all correspondence and carry into execution all orders, votes, and resolutions not otherwise committed; shall keep a list of the members of the Chapter; shall notify the Officers and members of their appointment to committees; and shall maintain a list of the expiration date of each Director’s term of office. In the case of absence or disability of the Secretary, the President may appoint a Secretary Pro Tem.
TREASURER- The Treasurer shall be responsible for handling, depositing, and accounting of all funds of the CHAPTER, and shall provide a quarterly report to the Board of Directors of all receipts, disbursements, and monies on deposit.
Equipment and supplies
The Board of Directors shall coordinate the acquisition of all equipment, and shall regulate and/or restrict the use of any equipment and supplies belonging to the Chapter.
These By-Laws may be amended from time to time by the membership. Such action shall be preceded by giving all Chapter members ten (10) days prior notice of the meeting at which such amendments will be considered, and all provisions for proxies and mail in ballots shall have been given. Corrections and clarifications made to these By-Laws shall not be considered as amendments.
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 Chapter, shall be indemnified by the Chapter 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 judgment 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 Chapter.
Rules of Order
The meetings of the Chapter shall be conducted in accordance with Robert’s Rules of Order.
Conflicts of Interest
Section A, Purpose: The purpose of the conflict of interest policy is to protect MDWT interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of MDWT or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Section B, Definitions:
1. Interested Persons: Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
2. Financial Interest: A person has a financial interest if the person has, directly or indirectly, through business, investment, or family (a) an ownership or investment interest in any entity with which MDWT has a transaction or arrangement, (b) a compensation arrangement with MDWT or with any entity or individual with which MDWT has a transaction or arrangement, or (c) a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which MDWT is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under Section C, Paragraph 2 of this Article, a person who has a financial interest may have a conflict of interest only if the Board of Directors decides that a conflict of interest exists. The MDWT will only enter agreements with an Interested Person if the agreement is at cost or within industry average profit.
Section C, Procedures:
1. Duty to Disclose, In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
2. Determining Whether a Conflict of Interest Exists, After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
3. Procedures for addressing the conflict of Interest, a. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
b. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
c. After exercising due diligence, the governing board or committee shall determine whether MWDT can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
d. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in MDWT’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
4. Violations of the Conflict of Interest Policy, If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Section D, Records of Proceedings: The minutes of the governing board and all committees with board delegated powers shall contain (a) the names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing Board’s or committee’s decision as to whether a conflict of interest in fact existed; and (b) the names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
Section E, Compensation: A voting member of the governing board who receives compensation, directly or indirectly, from MDWT for services is precluded from voting on matters pertaining to that member’s compensation. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from MDWT for services is precluded from voting on matters pertaining to that member’s compensation. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from MDWT, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
Section F, Annual Statements: Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person (a) has received a copy of the conflicts of interest policy, (b) has read and understands the policy,(c) has agreed to comply with the policy, and (d) understands that MDWT is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
Section G, Periodic Reviews: To ensure MDWT operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects: (a) whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining; and (b) whether partnerships, joint ventures, and arrangements with management organizations conform to MDWT written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.
Section H, Use of outside Experts: When conducting the periodic reviews provided for in Section G, MDWT may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.
MDWT was formed for charitable and educational purposes as set forth in Articles II and III of these By-Laws. Thus, MDWT recognizes that it is prohibited from undertaking activities which impermissibly benefit private interests. MDWT shall not engage in any activities not permitted to be carried on by a corporation exempt from federal income tax under § 501(c)(3) of the Internal Revenue Code.
Adopted: Date ______________________________________________
President’s Signature _______________________________________
Vice President’s Signature___________________________________
Vice President’s Name_______________________________________