Western Reserve Artist Blacksmith Association Constitution and By-Laws January 1997

With revisions, dated February 24 2001, October 6, 2007, December 5, 2016, December 8, 2018.

ARTICLE I:  ORGANIZATION NAME.

The name of this 501(C) (3) non-profit organization shall be

“WESTERN RESERVE ARTIST BLACKSMITHS ASSOCIATION”.

The official abbreviation of this organization shall be “WRABA”.

Article II: PURPOSE AND OBJECTIVES.

The Corporation is organized exclusively for charitable and educational purposes including the following:

1.0 To establish training programs for aspiring smiths.

2.0 To disseminate information about sources of material and equipment.

3.0 To expose the art of blacksmithing to the public.

4.0 To serve as a center of information about blacksmithing for architects, interior designers and the general public.

The organization is strictly limited to purposes which qualify it as an exempt organization under section 501(C) (3) of the Internal Revenue Code of 1954 or the corresponding section of any future tax code

ARTICLE III: MEMBERSHIP

1.0 1.0Membership in this organization shall be open to anyone paying the annual membership dues as set by the organization's governing body, in addition to maintaining Good Standing as defined in Article III Section 4.1.

2.0 Dues shall be payable in advance of his/her membership date. A notice will be sent by the Secretary.

3.0 Any member in default of payment of dues for a period of three (3) months with prior notification shall be terminated from the membership.

4.0 Only members in good standing and over the age of eighteen (18), shall be eligible to vote and hold elected office.

4.1 Good Standing shall be defined as:

4.1.1 Members WRABA Account Current (Consult Treasurer/President for Determination)

4.1.2 Compliance with Section Article III Section 5

4.1.3 Membership privileges not currently restricted per WRABA Disciplinary Plan    (Current version available upon request of Secretary or President)

5.0 During each year of his/her membership, the member shall contribute to the Association in at least one of the following ways:

5.1 Host or demonstrate at a club hammer-in.

5.2 Be an active board member, officer or committee member of the club.

5.3 Contribute to the club library.

5.4 Work or contribute at a club sponsored event.

5.5 Contribute to the newsletter.

Failure to contribute to the Association as described above may result in termination of the member by board action.

6.0 Any member 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 a “Lifetime Member” until death by Unanimous vote of the Board of Directors. Lifetime Members shall be exempt from payment of any membership dues and shall be entitled to all the privileges of regular membership. 

ARTICLE IV: FISCAL YEAR.

Financially, the Association shall operate on the Fiscal Year beginning on March 1st and ending on February 28th or 29th.

ARTICLE V: EXECUTIVE COMMITTEE

1.0 General Powers and Duties. The business and affairs of the corporation shall be managed by the Executive Committee.

2.0 Members and Tenure. The Executive Committee shall consist of the Officers and five elected Board Members.

3.0 Election and Term of Office. The officers shall be elected for one year terms. Board Members shall be elected on alternate years for two year terms. (Revised 10/6/07) Elections for officers and board members shall be by a majority vote of the membership, either at a Business meeting in December  called for that purpose or by mailed ballot (Either Physical or Electronic) with nominations concluding immediately prior to conducting elections. Elected officers will assume duties beginning January 1st.

4.0 Meetings of the Executive Committee. Regular meetings of the Executive Committee shall be held quarterly and at such other times as may be determined by the committee.

The Executive Committee:

4.1 Shall implement ways and means of funding the group's activities in accordance with the objectives set forth in this document.

4.2 Shall organize the periodic meetings and be responsible for educational demonstrations.

ARTICLE VI: OFFICERS.

The officers shall consist of:

1.0 PRESIDENT: The President shall preside over all board meetings and over all business meetings. The President shall be a member-ex-officiate, with right to vote, of all business-meetings. The president shall be a member-ex-officiate, with right to vote, of all committees except the nominating committee. The President shall be responsible for directing the activities of the organization during his term in office. Following the term of President, the President becomes the Past-President.

2.0 PAST-PRESIDENT: The Past-President has no official duties but shall remain on the Board of Directors as an advisor. The Past-President may use this year to complete any special projects he initiated while acting as President. The term of the Past-President is one year (in the event that the current President wins re-election in subsequent years, the Past-President will retain his/her Board of Directors Advisor Status until such time that the current President’s term or terms have ended).  The Past President may cast a vote in an executive committee meeting only in the case of a tie.

3.0 VICE-PRESIDENT: The Vice-President shall in the case of death or the absence of the President or of the President’s inability of any cause to act, perform the duties of the President during the President’s term of office. The Vice-President shall establish the calendar of meetings (Hammer-in's) and demonstrators for the following year. This schedule shall be published before the end of the fiscal year.

4.0 SECRETARY: The Secretary shall record the minutes of all business meetings and maintain same in a permanent file. The Secretary shall conduct group correspondence; carry out all executive orders not otherwise committed; notify members of their election to office or appointment to committees. Maintain an accurate list of paid up members with all member contact information.

5.0 TREASURER: The Treasurer shall collect dues. Shall receive all other funds and shall disburse funds subject to the approval of the Executive Committee. The Treasurer shall maintain all financial records and shall submit a report to the Executive Committee at each quarterly meeting. Annually, the Treasurer shall file all State and Federal reports as required and shall publish to the membership a financial report on the condition of the organization. The Treasurer shall send delinquent dues notice to any member more than two (2) months in arrears (prior notification). The Treasurer shall keep all funds in secure financial institutions as approved by the Executive Committee. The President and the Treasurer shall have the authority to access such funds on their signature. All funds, books and accounts shall at all times be available to the Executive Committee. The Secretary/Treasurer offices may be held by one person, if so elected, without conflict of interest.  

6.0 COMMUNICATIONS OFFICER: The Communications Officer shall oversee and if so wishes, fulfill the duties required to maintain the official website, social media platforms, the taking of photos at official events, setting up and operating sound and camera equipment when needed, maintain a regular quarterly newsletter, and direct public relations and promotions in conjunction with the appropriate committees. The Communications Officer will work with the active nominating committee to fill positions needed to perform the tasks as mentioned above that are required of the office and the communications committee. The Communications officer is a voting member of the WRABA Board and holds an annually elected position.

7.0 The order of succession to the office of President shall be in the following order:  Vice-President, Past-President, Secretary, Treasurer, and Communications Officer.

Other vacancies are to be filled by a majority vote of the remaining officers.

ARTICLE VII: REMOVAL OF OFFICERS.

Elected officers shall be considered removed from office by resignation, death, or the inability to serve; which is defined as the missing of three meetings without acceptable excuse. In this event be it the President, the Vice-President shall be appointed by the remaining Executive Committee. All other positions are to be elected by majority vote of the remaining Executive Committee Members. Any elected officer may be removed from office by a recall election, which, shall be initiated by a petition signed by fifteen (15) percent of the regular members, and submitted to the Executive Committee.

ARTICLE VIII: MEETINGS.

1.0 Membership meetings shall be held at least quarterly. Business meetings shall be held annually for the purpose of electing officers. Quorum; the presence of ten (10) percent of the regular members in good standing shall constitute a Quorum. Notice of meetings shall be mailed to the last recorded address of each regular member at least ten (10) days before the meeting, stating the time, place, date and purpose of the meeting.

2.0 Order of Business shall be: The call to order by the President, the roll call of Officers, Proof of notice of the meeting, The certification of a quorum, the Secretary shall read the minutes of the last meeting, Communications, Election of Officers, Report of committees, Unfinished Business, New Business, Good and Welfare of the Organization, Call for a motion to adjourn.

3.0 Rules. The meetings of the Association shall be conducted in accordance with the Roberts Rules of Order.

ARTICLE IX: COMMITTEES

1.0 Nominating Committee; before the annual election the President shall appoint three (3) members in good standing to nominate candidates for election to office. The Secretary to certify the candidates are members in good standing.

2.0 Election of Officers shall be at the annual meeting or by mail if the Board so determines.

3.0 Other Committees; the President may at any time appoint other committees as the Board may deem necessary. Vacancies on appointed committees shall be filled by appointment of the President; subject to the approval of the Board. Committee member's terms shall be the same as the Executive Office who appointed them.

ARTICLE X: AMENDMENTS

The By-Laws of this organization may be amended, repealed or altered in all or part by a majority vote at a duly called meeting for this purpose. The proposed changes to be mailed (Either Physically or Electronically) to the last recorded address of all regular members at least ten (10) days before the proposed meeting.

INDEMNIFICATION ARTICLE XI:

Each person who has been, or is or shall hereafter be a member of the executive committee shall be indemnified by the Association to the extent of the Treasurer funds and as permitted by law against all expenses reasonably incurred by him/her in connection with any action, suit, proceedings or the settlement or compromise thereof, or payment of any judgment or fine resulting there for in which he/she may become involved by reason of any action taken or omitted by him/her, provided that such action was taken legally or was omitted in good faith for the organization.

ARTICLE XII: DISSOLUTION

By two-thirds vote of all the regular members of the Association, the organization may be dissolved. Upon the dissolution of the Association, the assets shall be placed at the disposition of THE ARTIST BLACKSMITHS ASSOCIATION OF AMERICA (ABANA), to be held in trust in the event a blacksmithing group reforms in the WESTERN RESERVE. In the event that this is not feasible, the funds shall be distributed for one (1) or more exempt purposes within the meaning of section 501(C)(3) of the Internal Tax Code, or it shall be distributed to the State or Local Government for public purposes. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas in the county in which the principal office of the association is then located. In no event shall the assets of the WESTERN RESERVE ARTIST BLACKSMITHS ASSOCIATION be distributed to or inured to the benefit of any individual member.

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