Amended Bylaws
AMENDED BYLAWS |
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Louisville Area Woodturners, Inc.
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A Chapter of the American Association of Woodturners, Inc.
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A Nonprofit Corporation
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ARTICLE I ‑ ORGANIZATION AND LOCATION
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Louisville Area Woodturners (hereinafter called LAW) is organized as a forum for individuals interested in woodturning and was formed in October,1995, by organizer Don Bash. The primary purposes of LAW are consistent with the fundamental purposes of the American Association of Woodturners (hereinafter called AAW) " to provide information, education and organization to those interested in turning wood." The membership is drawn from, but not limited to, all towns and communities surrounding Louisville KY.
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The corporation shall be a nonstock, nonprofit corporation created pursuant to the provisions of Kentucky Revised Statutes Chapter 273.
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ARTICLE II ‑ OFFICE
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The principle office of this organization will be located with the official location of the then current President of the Board of Directors(hereinafter called BOD). All correspondence should be addressed through LAW Secretary at the address shown in the roster or website.
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ARTICLE III ‑ RELATION OF LAW TO AAW
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A. All Officers and Directors of LAW agree to be members in good standing of AAW.
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B. While it is understood that AAW will provide advice and council, as requested, the nature and extent of the activities of LAW is left to the discretion of same.
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C. Demonstrations, while part of the normal activities of LAW, are to be conducted solely at the discretion of the BOD of LAW, and all safety and instruction are to be under the explicit direction and control of the BOD.
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ARTICLE IV ‑ PURPOSE
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In addition to the primary purposes, as stated in Article I, the other purposes of LAW are to:
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1. Provide a meeting location for woodturners.
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2. Share ideas regarding woodturning including lathes, tools, turning materials, turning techniques and design of turned objects.
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3. Exchange wood and other woodturning related materials.
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4. Inform members about activities of interest to woodturning.
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5. Promote woodturning as an art form and craft.
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ARTICLE V ‑ MEMBERSHIP AND FEES
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A. General Members - Annual membership fees for LAW of $25 will be paid to the Treasurer during the month of October each year. For new members, annual dues will be prorated over the remaining year beginning with the month the person becomes a member.
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B. Lifetime Members - Members 65 years of age and older may acquire Lifetime Membership status with a one time payment to LAW of $200. For members age 55~65 years of age the payment will be $300, and for members under 55 years of age the payment will be $500.
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C. Student Members - Students under 22 years of age who are enrolled in a full time school program may become non-voting LAW members with an annual payment of $10.
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D. Honorary Members - LAW Members who have served LAW in an outstanding manner over a period of several years. They are voted to honorary status by LAW Membership and are exempt from payment of membership fees to LAW.
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E. All members will be encouraged to join AAW, and annual fees for this parent organization will be paid individually to AAW.
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ARTICLE VI ‑ MEETINGS
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A. Local meetings will be held a minimum of six (6) times a year. Meeting dates and locations are to be determined by the BOD. A notice of each meeting will be sent to the membership no later than seven (7) days before the scheduled gathering.
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B. The BOD will meet a minimum of six (6) times a year.
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ARTICLE VII ‑ DIRECTORS/OFFICERS
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A. Board of Directors - The LAW will be governed by a BOD comprised of ten (10) general members elected by a majority vote from the membership, and will serve a two (2) year term. Elections shall have been announced at a preceding meeting and through an advance mailing and website posting to the membership. Elections shall normally occur during the October meeting.
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B. Officers and Terms - The Officers of LAW shall be President, Vice President, Secretary and Treasurer. The term of office is two (2) years.
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C. Officers will be elected by the BOD from among the Directors. The BOD shall normally meet each month as necessary to conduct and oversee planning and other business. All members in good standing are eligible to attend Board meetings, but only Directors are eligible to cast votes.
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D. Non‑elected Positions - The President is empowered to create temporary positions deemed necessary to fulfill the needs of the organization. Board Advisors can be any number of individuals whose advice or expertise may be beneficial to LAW, and shall include the immediate Past President if so desired. Such Advisors will not have Board voting privileges, and shall serve a term to be determined by the President or a one (1) year appointment term.
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E. Vacancies - The President, with the approval of the BOD, may appoint a qualified member to a vacant office, or call for an election. Such election will be decided by a majority vote of members at a regularly scheduled meeting or by mail ballot.
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F. Removal - The membership may remove any elected Director when it is deemed that the best interests of LAW would be served by such removal. Removal will be accomplished by a majority affirmative vote of the members attending a regularly scheduled meeting, either by a secret ballot or by a mail ballot.
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G. Duties of the President - The President shall be the principle executive officer. The duties of the President include, but are not limited to, the following:
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1. Supervision and control of the business and affairs of LAW.
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2. Call or cause to be scheduled meetings of the BOD and general membership meetings.
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3. Preside at all meetings except committee meetings presided over by the respective chairpersons.
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4. Appoint committees with the approval of the BOD.
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5. Is ex‑officio member of all committees but may appoint another Director as a stand‑in.
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H. Duties of the Vice President - In the absence of the President, or in the event of his death, inability, or refusal to act, the Vice President shall perform the duties of President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties as may be assigned by the President.
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I. Duties of the Secretary - The Secretary shall: 1. Keep minutes of Board meetings and of those portions of regular meetings during which official business is conducted.
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2. Maintain the membership roster of all members in good standing.
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3. Perform all duties incident to the office and such other duties as may be assigned by the President.
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J. Duties of the Treasurer - The Treasurer is responsible for:
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1. Maintaining current and accurate records of all monies and assets, including tools, machines and assets. All records shall be made available for public inspection by a majority vote of the BOD in keeping with the status as a 501(c)3 nonprofit corporation.
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2. Coordinate with the Secretary in collecting membership fees and other monies due to LAW, and maintain current and accurate records of paid members in good standing.
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3. Perform all duties incidental to the office of Treasurer and such other duties that may be assigned by the President.
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K. Duties of the Directors - The Directors are the watchdogs of the organization. They will ensure compliance with bylaws, monitor the vitality of the organization, and make decisions relevant to club activities.
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ARTICLE VIII ‑ NOMINATION OF DIRECTORS
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Prior to the holding of elections, the President shall appoint, with the advice and consent of the BOD, a nominating committee which shall select a slate of candidates for each vacancy to be filled, and assure that the candidates are qualified and willing to serve. The committee will then present the slate to the members, and members may also propose additional qualified members for consideration.
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ARTICLE IX ‑ INDEBTEDNESS
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All functions of LAW are on a cash basis, and may not incur any debt through the actions of officers or members. The LAW shall be operated as an exempt organization under Section 501(c)3 of the Internal Revenue Code of 1986 or as amended.
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ARTICLE X ‑ DISCLAIMERS: FISCAL AND LEGAL
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The AAW and LAW are legally separate entities and specifically dissociate themselves from any debts, obligations, or encumbrances of the other. Neither AAW or LAW shoulders any legal liability for accidents that occur during events of any kind, sponsored or un‑sponsored by the other organization.
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ARTICLE XI ‑ INSURANCE
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As a chapter of AAW, LAW will utilize insurance available through and required by AAW. All demonstrators for LAW and AAW must be General Members as defined by AAW to be covered by insurance. Demonstrators not so affiliated must be covered for liability by an adequate insurance policy.
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ARTICLE XII ‑ AMENDMENTS
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These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by a vote of the simple majority of the qualified members of LAW. Proposed changes to these Bylaws shall be announced via an advanced announcement or mailing to the membership at least one (1) month in advance of the meeting at which the vote will be taken. Copies of all modifications to these Bylaws must be filed with AAW.
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ARTICLE XIII ‑ QUORUM AND ORDER OF BUSINESS
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A quorum shall consist of qualified members present at a scheduled general meeting or a majority of Directors present at a scheduled BOD meeting. Meetings shall be conducted following the usual principals of parliamentary procedure, the use of which is to facilitate orderly proceedings.
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ARTICLE XIV ‑ INDEMNIFICATION:
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The LAW may indemnify any officer or member who is a party or is threatened to be a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action `by or in the right of LAW by reason of the fact that the individual is or was an officer, employee, member or agent of LAW or is serving at the request of LAW, against expenses, including reasonable attorney's fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the individual in connection with such action, suit, or proceeding if the individual acted in good faith and in a manner the individual reasonably believed to be in or not opposed to the best interests of LAW and with respect to any criminal proceedings, if the individual had not reasonable cause to believe that the conduct was unlawful.
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