The principal office of the corporation
shall be at 306
Pine Street, P.O. Box 394, Piedmont, South Dakota 57769.
The Board of Directors shall have the power and authority to establish or make a change of office to another location.
The corporation is organized exclusively
for the purpose of educational and civic purposes, including for such purposes the following: to maintain and improve communications
among blacksmiths of all skill levels; to encourage the highest standards of design and craftsmanship among blacksmiths and
to promote excellence in metalsmithing; to preserve the heritage our predecessors artistry and inventiveness; to disseminate
information about sources of material and equipment; to educate the public regarding the functional and aesthetic aspects
of blacksmithing; to stimulate public interest in and appreciation for blacksmithing; to serve as a resource of information
about blacksmithing for architects, interior designers, other interested groups and the general public.
Membership in this organization shall
be available to any person, firm or corporation engaged in blacksmithing or allied thereto without regard to race, sex, nationality,
or residence. Valid members are those paid and registered with the Secretary-Treasurer.
Section 1. Categories of Membership.
There shall be the following categories of membership in the organization:
(A) A regular member, is one who
practices or is interested in blacksmithing as an avocation or profession.
(B) A contributory member is one
who elects to pay $ 50.00 or more for annual membership.
Section 2. Membership Qualifications.
A person, firm, or corporation may become a member by written application on forms provided by the organization, accompanied
by payment of one years dues, to the Secretary-Treasurer or established mailing address.
Section 3. Honorary members. Any
person 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 maybe made an Honorary Life Member by full vote of the Board of Directors.
Honorary Members shall be exempt from payment of any membership fees and shall he entitled to all the privileges of regular
Section 4. Removal of Members. Member
names shall be removed from the rolls of this corporation upon nonpayment of dues for the following calendar year upon
receipt of a renewal notice sent by the Secretary-Treasurer.
Section5. Reinstatement of Members.
Members maybe reinstated by the submission of membership dues for the current year.
Section I. Annual Dues. The Board of Directors
may determine from time to time the amount of annual dues payable to the organization by members.
Section 2. Payment of Dues. Dues
shall he payable in advance on the first day of the first month of each fiscal year. Dues are past due on the first day of
the second month of the fiscal year and are delinquent on the first day of the third month of the fiscal year.
Section 3. Default and Termination
of Membership. When any member shall be in default of payment of dues for: period of three months from the beginning of the
fiscal year or period for which such dues become payable, his/her membership may thereupon be terminated by the Secretary-Treasurer
in the manner provided in Article III, Section 4 of these by-laws.
Section 1. General Powers and Duties.
The business and affairs of the corporation shall he managed by its Board of Directors with exception of specific powers assigned
to the President.
Section 2. Number and Tenure. The
number of Board of Directors shall not be less than 7 and shall consist of the officers of the corporation. The tenure of
the Board of Directors shall coincide with the terms of the officers of the corporation.
Section 3. Election and Term of Office.
The initial Board of Directors elected shall also be listed as the incorporators on the Articles of Incorporation filed with
the state of South Dakota. The incorporators are to remain Board Members with
full voting rights until death or resignation. Three additional Board Members shall be the officers of the corporation, and
elected by the membership as described in Article VI, Section 2.
Section 4. Meetings of the Board.
Regular meetings of the Board of Directors shall be held following the annual election and at such other times as may be determined
by the Board of Directors. Annual meetings of the Board of Directors shall be held in the month of February, at such date,
time, and place as the Board of Directors shall determine. Notice of the meeting and the agenda therefore, shall be mailed
to the last recorded address of each member at least 14 days before the time appointed for the meeting.
Section 5. Special Meetings. Special
meetings of the Board of Directors may he called by or at the request of the President and may be held at any place, within
the State of South Dakota, as may he determine by the President with notice of at least 14 days before the time appointed.
Section 6. Quorum. A majority of
the Board of Directors shall constitute a quorum for the transaction of business. In the absence of the President the quorum
present may choose a chairperson for the meeting. If a quorum is not present, a lesser number may adjourn the meeting to a
later date, not more than 14 days later.
Section 7. Absence. Should any elected
member of the Board of Directors absent themselves unreasonably from three consecutive meetings of the Board without sending
a communication to the President or the Secretary/Treasurer stating his/her reason for doing so, and if his/her excuse should
not be accepted by the members of the Board, his/her seat on the Board may be declared vacant.
SectIon 8. Vacancies. Whenever any
vacancy occurs on the Board of Directors by death, resignation or otherwise, It shall he filled without undue delay by a majority
vote by ballot of the Board of Directors at a special meeting which shall be called for that purpose. The election shall be
held within sixty (60) days after the occurrence of the vacancy. The person so chosen shall hold the Board position for the
unexpired term of his/her predecessor.
Section 9. 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 a quorum of the membership
present at any special meeting called for that purpose.
Section 10. Compensation. No Director
or Officer of the organization shall receive directly or indirectly, any salary, compensation or emolument therefrom either
in his/her capacity as a Director or in any other capacity. Reimbursement for expenses incurred shall be permitted.
Section 1. Number. The officers of
this organization shall consist of a President, a Vice-President, and a Secretary-Treasurer.
Section 2. Election and Term of Office.
The officers of this organization shall be elected by a majority vote of the voting membership, either in a regular meeting
called for this purpose or by mailed ballot, for the terms as follows; President 2 years, Vice-President I year, Secretary-Treasurer 2 years.
Section 3. President. The President
shall, in general, supervise and conduct the activities and operations of the organization. He/She shall keep the Board of
Directors fully informed and shall freely consult with them concerning the activities of the organization. He/She shall serve
on the Board of Directors; shall preside at all meetings of the Board of Directors, the President may cast a vote only in
case of a tie. The President shall preside at all meetings of the membership of the organization or shall delegate a chairperson;
shall be a member ex officio, with the right to vote, of all committees; and shall perform such other duties as are necessarily
incident to the office of the President and as shall from time to time he assigned to him/her by the Board of Directors.
Section 4. Vice-President. The Vice
President shall serve on the Board of Directors and shall have such powers and duties as may be assigned to him/her by the
President or the Board of Directors. In ease of permanent absence of the President, or his/her inability from any cause to
act, the Vice-President shall in general, perform the duties of the President.
Section 5. Secretary-Treasurer. The
Secretary-Treasurer shall serve on the Board of Directors and shall take minutes of all meetings; give notice of and attend
all meetings of the organization; conduct all correspondence and carry into execution all orders, votes and resolutions not
otherwise committed; keep a list of members of the organization; and shall be the keeper of the Corporation’s seal.
The Secretary-Treasurer shall notify the officers and members of the organization of their election and shall prepare under
the direction of the Board of Directors an annual report of the transactions and condition of the organization. The Secretary-Treasurer
shall have custody of all funds of the organization which may come into his/her hands. he/she shall keep full and accurate
accounts of receipts and disbursements, collect all fees, annual dues or subscriptions, and shall deposit all monies and other
valuable effects of the organization in the name and to the credit of the organization in such banks or depositories as the
Board of Directors may designate. Funds may be drawn only upon the signature of the Secretary-Treasurer and the President.
Whenever required by the Board of Directors, he/she shall render a statement of his/her accounts. The Secretary-Treasurer
shall at all reasonable times exhibit the corporation books and accounts to any officer or Director of the organization. At
the expiration of his/her term of office, he/she shall deliver over to the successor all records, 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 of Directors may appoint a secretary-treasurer pro-tem.
Section 6. Vacancies. All vacancies
in any office shall be filled by the Board of Directors without undue delay at the regular meeting or at a meeting specifically
called for that purpose. The newly appointed officer shall fill the vacancy for the balance of the vacant position term.
Section 7. Removal, Any officer of
the organization may be removed by a vote of the majority of the Board of Directors then in office.
Accounts, and Minutes
The corporation shall keep correct
and complete books and records of account and shall also keep minutes of the proceedings of the Board of Directors.
The fiscal year of the corporation
shall be from January 1st to December 31st of the same calendar year.
These by-laws may be altered, amended
or repealed and new by-laws may he adopted by approval of two-thirds of the current membership of the organization. This may
be done at any regular meeting of the Board of Directors. The foregoing by-laws of the corporation were duly adopted at a
meeting of the Board of Directors held upon the 15 day of August 1997.