BYLAWS

OF THE

APPALACHIAN AREA CHAPTER OF BLACKSMITHS, INC. 

The name of the organization is Appalachian Area Chapter of Blacksmiths, hereafter referred to as the “Chapter” or “Corporation”. 

These Bylaws shall regulate the affairs, purpose and parameters of the Corporation, subject to the provisions of the Corporation’s Charter and any applicable provisions of the Tennessee Nonprofit Corporation Act, Section 48-51-101 et seq., Tennessee Code Annotated, as amended. 

The Corporation is organized exclusively for artistic and educational purposes, within the meaning of the term “artistic” and “educational” as used in section 501(c)(3) of the Internal Revenue Code. The objectives of the organization are to: 

1. preserve the art and craft of blacksmithing through educating members and the public regarding the history and contributions of the craft to this nation and the world; and 

2. provide a vehicle for social interaction, training and fellowship for those who choose to exercise the craft; and 

3. act as a contact point for interested parties concerning the art and craft of blacksmithing.

SECTION 1 

OFFICES AND REGISTERED AGENT 

Section 1.01 Registered Office. The Corporation shall designate and continuously maintain a registered office in the State of Tennessee. 

Section 1.02 Principal Office 

The principal office of the Corporation Shall be located at the address of the current Treasurer of the Chapter. 

Section 1.03 Other Offices 

The Corporation may also have other office(s) within and without the State of Tennessee at such places as the Board of Directors may determine from time to time. 

Section 1.04 Registered Agent 

The Corporation shall designate and continuously maintain a registered agent in the State of Tennessee at its registered office. 

SECTION 2 

BOARD OF DIRECTORS 

Section 2.01 General Powers and Qualifications 

It is intended that the Board of Directors may develop and communicate policies that define and govern the operation of the corporation. Powers of the Corporation shall be exercised by and under the authority of the Board. Further, the property and affairs of the Corporation shall be managed under the direction of the Board of Directors.

The Board of Directors shall develop financial processes and procedures for the development and approval of budgets to include designation of authority to commit Chapter’s money. 

All Directors must be natural persons, shall be at least eighteen (18) years of age, and Chapter Members. 

Section 2.02 Number of Directors 

The Board of Directors shall be comprised of at least five (5) Directors. The Board of Directors shall consist of the President, Vice President, Secretary, and Treasurer of the Chapter, and One (1) Director At Large elected by the membership. 

The current Board of Directors may increase or decrease the number of Directors, but not less than five (5) or greater than nine (9). Always ensuring there is an odd number of board members. The Board of Directors may provide for an added Director to be an additional elected-officer. 

Section 2.03 Election and Tenure 

Directors shall be elected by the general membership at a regular annual meeting of the organization to be held at a place as may be fixed by prior resolution of the Board of Directors, on or about the 1st of December in the State of Tennessee (or such date as designated by the Board), of each and every year. Terms begin immediately after the election is concluded.

Each officer to serve on the Board, as stated in section 2.02, shall serve on the Board of Directors for a term of two (2) years, or until his or her successor is elected and qualifies, subject, however, to the removal of any Officer as allowed by these Bylaws. 

Each Director At Large as stated in section 2.02, shall be elected to serve for a term of (2) years, or until his or her successor is elected and qualifies, subject, however, to the removal of any Director as allowed by these Bylaws. 

Section 2.04 Regular Meetings 

In addition to the regular meeting set forth in Section 2.03 above, other meetings of the Board of Directors may be held at such time and place as the Board of Directors shall pre-determine. 

Electronic media (defined by available technology) meetings are permitted subject to articles of these Bylaws. 

Section 2.05 Special Meetings 

Special meetings of the Board of Directors may be called by the President or by any three (3) Board members. 

Section 2.06 Notice of Meetings 

Except as otherwise provided by these Bylaws, the notice requirements for meetings are as follows: 

(a) Special meetings of the Board of Directors must be preceded by at least two (2) days’ notice to each Director of the date, time and place, and the purpose of such special meeting.

(b) Any action by the Board of Directors to remove an Officer or Director At Large, or to approve a matter that would require approval by the members of the Corporation, shall be preceded by at least seven (7) days, written notice to each Director that the matter will be voted upon at a therein specified meeting of the Board of Directors, unless such notice is waived pursuant to Section 2.07. 

(c) Individual members shall be notified expeditiously of any Board of Directors action(s) that requires approval by the membership and an Approval-Election meeting or other convenient venue for polling the membership. 

Section 2.07 Waiver of Notice of Meeting 

If a Director attends or participates in a meeting, he or she waives any required notice to him or her of the meeting unless, the Director at the beginning of the meeting (or promptly upon arrival) objects to holding the meeting or transacting business at the meeting due to lack of notice and does not thereafter vote for or assent to action taken at the meeting. 

Section 2.08 Quorum and Voting 

A quorum of the Board of Directors is required at each board meeting. A Quorum consists of a majority of the Directors then in office, provided that the quorum must include the presence of not less than one half (½) of the Directors At Large. If a quorum is present when a vote is taken, the affirmative vote of a majority of the Directors present is the act of the Board of Directors, except as otherwise provided by these Bylaws.

Section 2.09 Vacancy 

Any vacancy, including a vacancy resulting from an increase in the number of Directors or a vacancy resulting from a removal of a Director, with or without cause, shall be filled by majority vote of the Board of Directors as soon as practicable. 

Such appointees shall be deemed temporary until nominated and elected by the membership at a special election or at the next December meeting. 

Section 2.10 Removal of Director Without Cause 

The Board of Directors may remove any Director without cause by the affirmative vote for such removal of two-thirds (2/3) of the Directors then in office, and affirmed by a majority of the membership votes cast in an approval election. 

Section 2.11 Action without Meeting 

Action that is required or permitted to be taken at a meeting of the Board of Directors may be taken without such a meeting if all members of the Board of Directors consent to taking such action without a meeting. 

If all Directors so consent, the affirmative vote of the number of Directors that would be necessary to authorize or take such action at a meeting shall be the act of the Board, except as otherwise provided in these Bylaws. 

Such consent(s) shall describe the action taken, be in writing, be signed by each Director entitled to vote, indicate each signing Director’s vote or abstention on the action, and be delivered to the Secretary of the Corporation and included in the minutes filed with the corporate records. 

Section 2.12 Indemnification 

With respect to claims or liabilities arising out of service as a Director of the Corporation, the Corporation shall hold harmless, and shall indemnify to the extent of its treasury funds and as permitted by the laws of the State of Tennessee, 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 Chapter. 

Section 2.13 Immunity 

To the fullest extent allowed by the laws of the State of Tennessee, both as now in effect and as hereafter adopted or amended, each present and future Director (and his or her estate, heirs, and personal representatives) shall be immune from suit, actions, cause of actions, claims, and or liability of any kind arising from the conduct of the affairs of the Chapter. Neither shall the Directors assume or be held liable personally for any actions or inactions of the Board and or the corporation unless otherwise provided by law. 

SECTION 3 

OFFICERS AND DIRECTORS AT-LARGE 

Section 3.01 Required Officers

The officers of the Corporation shall be a President, Vice President, Secretary, Treasurer, and one (1) Director At Large and such other officers or directors justified within Bylaws Section 2.02 by the Board and elected by the membership. 

Section 3.02 Election 

By October 1 of each year, the President shall select a nominating committee, of no less than two (2) members of the Chapter, who shall present a slate of officers or directors at large. This slate of nominated officers or directors at large shall be announced to the general membership not later than November 15. Selections of the nominating committee do not preclude the nomination of additional candidates from the floor, if such nomination receives a second, and the nominee agrees to serve if elected. The election of officers and directors at large shall take place at the annual general membership meeting in December. 

The President, Vice President, and Secretary, and Treasurer shall be elected in odd years, and the Director(s) At Large (one or more as Bylaws permit) shall be elected in even years. 

Section 3.03 Terms of Office 

The Officers and Directors At Large of the Corporation shall hold office for two (2) years, unless modified per Section 2.03, or until their successors are chosen and qualify in their stead, subject, however, to the right and authority of the Board of Directors to define terms and remove any member of the Board any time, with or without cause.

Section 3.04 Powers and Duties of Board of Directors 

The powers and Duties of the officers and directors at large of the Corporation shall be as follows: 

(a) President. The President shall be the Chief Executive Officer of the Corporation, shall have general and active day to day management of the Corporation, and shall see that all orders and resolutions of the Board of Directors are carried into effect, subject, however, to the right of the Board of Directors to delegate any specific powers, unless exclusively conferred upon the President by law, to any other officer(s) of the Corporation. The President may, at any time, appoint committees on any subject to review and assist him or her in the management of the corporation. All decisions which effect the management and operation of the corporation and all budgetary decisions shall be submitted for approval by the Board of Directors 

(b) Vice President. The Vice President shall have such powers and perform such duties as may be assigned by the Board of Directors or the President. In the absence or disability of the President, the Vice President shall perform the duties and exercise the powers of the President.

(c) Secretary The Secretary shall attend all meetings (in person, electronically or representative appointed as provided by the next paragraph) of the Board of Directors of the Corporation and general membership meetings and shall be responsible for preparing the minutes of such meetings. The Secretary shall be responsible for the care and custody of the minute book of the Corporation and for authenticating records of the Corporation. It shall be his or her duty to give or cause to be given notice of all meetings of the Board of Directors. The Secretary shall also perform or direct such other duties as may be assigned to him or her by the Board of Directors or by the President, under whose supervision he or she shall act. 

In the event the Secretary is absent for some reason from any meeting where minutes are to be prepared or is otherwise unable to take such minutes, the presiding officer of such meeting shall appoint another person, subject to the approval of those present and entitled to vote at such meeting, to take the minutes thereof. 

(d) Treasurer. Treasurer shall have custody of the Corporation funds and shall keep full and accurate account of receipts and disbursements in the appropriate Corporation books, and shall require the deposit of all monies and other valuable assets in the name of and to the credit of the Chapter in FDIC Insured Banking Institution(s) convenient to the Treasurer and satisfy Chapter needs and are approved by the Board of Directors. The Treasurer shall require disbursement of the funds of the Corporation as may be ordered by the Board of Directors, and shall render to the President and the Board of Directors, at any time they may require, an account of his or her transactions as Treasurer and of the financial condition of the Corporation.

(d) Director At Large Directors At Large shall be informed and evaluate Corporation affairs, actions, functions, meetings, and promote the Corporation’s best interest. The Directors at large shall attend all Board Meetings, encourage Board consensus and shall vote on matters submitted to the board. Additionally, the Directors at Large shall perform such duties as may be assigned by the Board of Directors or the President. 

SECTION 4 

MEMBERSHIP 

Section 4.01 Eligibility 

Membership in the Appalachian Area Chapter of Blacksmiths shall be granted to those persons considered by the Board of Directors to best further the objectives set out in the preamble to these Bylaws. The applicant shall be a person eighteen years of age, of good character and shall express an interest in Blacksmithing and supporting the objectives of AACB. If the applicant is a minor a parent/guardian must join in the applicant's stead. As such the minor child will be covered under the family membership. 

The Board of Directors may adopt policies and procedures to specifically define membership requirements, a household family and minor children’s eligibility to be members. Members, not associated with an Affiliate Forge are at-Large members. Applicants shall be considered members in good standing, upon completion of an application accepted by the Treasurer, signing of a waiver of liability/indemnity form, and payment of dues. 

Section 4.02 Application

Applicants for membership shall file a written application with the Treasurer for consideration for membership to the Chapter. 

Section 4.03 Dues 

The amount and payment of dues required for membership shall be established by the Board of Directors. Said dues are subject to change from time to time as determined by the Board of Directors. 

Section 4.04 Removal 

The membership of any person may be terminated for misconduct or other cause deemed sufficient by a vote of sixty percent (60%) of the Board of Directors. 

Section 4.05 Life Member 

The Board of Directors may, at its discretion, extend “Life Member” status to any member in recognition of generous lifelong contribution to the craft of the blacksmith and to AACB. Such status cannot be revoked for the life of the member and the member is not required to pay membership dues. 

SECTION 5 

AACB AFFILIATE FORGE 

5.01 AACB Affiliate Forge 

This section authorizes and encourages the Board of Directors to set forth policies and procedures for the formation of affiliate forge groups, hereafter referred to as a “Forge”. 

5.02 Affiliate Forge Requirements

a. All affiliate forges shall accept the AACB chapter bylaws, purpose, procedures and policies as maybe determine by the Board of Directors 

b. All affiliate forge members shall be members of AACB. 

5.03 Affiliate Forge Specifications 

In approving an application for a potential local forge, the Board of Directors shall provide a policy which includes, but is not limited to, the following considerations: 

A. the number of AACB Members required to form a local forge, B. the length of time the application may be held open, 

C. local forge affiliate categories, if any, such as interim or conditional as may be determined by the Board of Directors. 

Forges associated with AACB on January 1, 2018, shall automatically be recognized as affiliate forges, if they agree to 5.02 above. 

5.04 Affiliate Forge Dismissal 

The Board of Directors will provide policies for the dissolution of an affiliate forge which become inactive or otherwise fails to meet the requirements established for the operation of affiliate forges. 

SECTION 6 

RECORDS AND REPORTS 

Section 6.01 Corporate Records 

The Corporation shall keep as permanent records minutes of all meetings of its Board of Directors, a record of all actions taken by the Board of Directors without a meeting, and appropriate accounting (including annual financial statements) records. Said records may be kept in written and or electronic form.

Section 6.02 Records at Principal Office 

The Corporation shall keep at all times a copy of the following records at this principal office: 

(a) Its Charter and all amendments thereto; 

(b) These Bylaws and all amendments thereto; 

(c) A list of the names and business or home addresses of its current directors and officers. 

(d) The most recent annual report delivered to the Tennessee Secretary of State. 

(e) A list of current members including the names and addresses of each member in alphabetical order and showing the number of votes each member is entitled to vote. 

(f) A list of AACB Affiliate Forges; 

(g) Board resolutions relating to any class or category of members (h) Minutes of all member’s meetings and approvals for the last three years (i) Any written communications to the member for the last three years Section 6.03 Annual Financial Statements 

The Corporation shall prepare annual financial statements that include a balance sheet and income and expense statements for that year, and such other information necessary to comply with the requirements of the applicable provisions of the Tennessee Nonprofit Corporation Act, as amended. 

SECTION 7 

MISCELLANEOUS PROVISIONS 

Section 7.01 Fiscal Year 

The fiscal year of the Corporation shall be September 1 through August 31. Section 7.02 Seal 

The Corporation shall not be required to have a seal. 

Section 7.03 Notices 

Whenever notice is required to be given to Board of Directors, unless otherwise provided by law or these Bylaws, such notice may be given in person, email, fax or other forms of electronic or wireless communication, or by mail or private carrier. 

If such notice is given by mail, it shall be sent postage prepaid by first class United States mail or by registered or certified United States mail, return Receipt requested, and addressed to the respective address that appears for each such person, on the books of the Corporation. 

Written notice shall be deemed to have been given at the earliest of the following: (a) When received, or 

(b) Five (5) days after its deposit in the United States mail if sent first class, postage prepaid, or

(c) On the date on the return receipt, if sent by registered or certified United States mail, return receipt requested, postage prepaid and the receipt is signed by or on behalf of the addressee. 

Section 7.04 Negotiable Instruments 

All checks, drafts, notes, other obligations of the Corporation shall be signed by the Treasurer.

If the Treasurer is unavailable to sign such obligation, the President or such other person authorized by the Board of Directors may sign. 

Section 7.05 Deposits 

The monies of the Corporation may be deposited in the name of the Corporation in FDIC Insured Banking Institution(s) convenient to theTreasurer and satisfy Chapter needs, as approved by the Board of Directors, and shall be drawn out by check signed by the Treasurer, or person(s) designated by resolution adopted by the Board of Directors. The Treasurer shall have custody of the Corporation funds and shall keep full and accurate account of receipts and disbursements in the appropriate Corporation books. 

SECTION 8 

AMENDMENT OF BYLAWS 

Section 8.01 Board of Directors 

The Board of Directors shall approve by majority vote, any proposed amendment to these Bylaws at any regular or special meeting of the Board of Directors where a quorum is present, provided that such meeting is preceded by at least two (2) days’ notice to each Director; of the date, time and place of the meeting. Such notice shall also state that the purpose or one (1) of the purposes, of the meeting is to consider a proposed amendment to the Bylaws, and shall contain or be accompanied by a copy or summary of the proposed amendment or state the general nature thereof. 

The Board of Directors shall publish to the general membership the approved proposed amendment and announce a Bylaws-Amendment Approval-Election time, location, and voting method. 

Section 8.02 Chapter Members 

Bylaws amendments shall be approved by the majority affirmative vote of Chapter Members voting in the Bylaws Approval Election. 

SECTION 9 

CHARITABLE OPERATION 

No. 5-1702. I.R.C. Sect. 501(c) (3) Languages 

The purposes for which the corporation is organized are: 

1. to operate exclusively for artistic and educational purposes, within the meaning of the term “artistic” and “educational” as used in section 501(c) (3) of the Internal Revenue Code of 1986, or corresponding section of any future federal tax code, and 

2. to generally engage in any other lawful endeavor or activity in furtherance to any of the foregoing purposes.

No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its directors, officers, members, or other private individuals or persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for goods and services rendered and to make payments in furtherance of the purposes set forth in the paragraph just above. 

Notwithstanding any other provision of this Charter, the corporation shall not carry on any activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c) (3) of the Internal Revenue Code of 1986, or corresponding section of any future federal tax code, contributions to which are deductible under Section 170(c) (2) of the Internal Revenue Code of 1986, or corresponding section of any future federal tax code. 

Upon dissolution, after all creditors of the corporation have been paid, its assets shall be distributed to one or more organizations which qualify as exempt organizations under Section 501(c) (3) of the Internal Revenue Code of 1986, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for exclusively public purposes.