Bylaws of The Blue Ridge Woodturners, Inc., of Roanoke, Virginia
A Local Chapter of the American Association of Woodturners, Inc.
Section I
Name and Principal Office
The name of this corporation shall be Blue Ridge Woodturners, Inc. (hereinafter called BRW). The principal office of the BRW shall be the mailing address of the current President, or any other place in the Commonwealth of Virginia designated by the Executive Board, except that the office of the registered agent shall be the place of the principal office for purposes of service of process and other matters.
Section II
Purpose
The purpose of the BRW is consistent with that of the American Association of Woodturners, Inc.(hereinafter called AAW) which is a non-profit organization which fosters greater appreciation and knowledge of woodturning among the general public and anyone who has an interest in woodturning. This will be accomplished by providing technical assistance, publications relating to wood and woodturning, newsletters, seminars, local workshops, demonstrations and exhibits.
Section III
Membership
Membership in BRW is open to all individuals on an equal opportunity basis. Individuals can become members by applying to and paying the annual dues as determined by the BRW Board.
A. General Membership includes individual family members residing in the same household.
B. Student Membership is open to individuals who are full-time students matriculated in an accredited educational institution.
C. Associate Members are individuals in good standing with another AAW chapter as determined by the Board in mutual agreement with the other club. Associate members do not have a vote in BRW matters.
D. Life Members are the founding members of the BRW and other members approved by the BRW Board to honor their outstanding service. Life Members are not required to pay annual dues.
E. All BRW members are encouraged to be members of the AAW. In order to be a member in good standing in the AAW, dues must be paid in full and up to date according to the AAW bylaws.
Section IV
Dues
A. Dues shall be set annually by the Board of Directors and published to the membership at the regular November meeting just prior to the year the dues are to take effect.
B. Dues are payable upon joining BRW and membership renewal dues are payable by January 1st of each year thereafter.
C. Persons in arrears of dues by March 1st will be dropped from the BRW membership. Reinstatement of membership after March 1st will require a payment of a $10 late fee in addition to the annual dues.
Section V
Board of Directors
The Board of Directors shall be responsible for the day-to-day business of the BRW.
A. The board of Directors shall be composed of the elected officers: President, Vice President, Secretary, Treasurer and the immediate Past President.
B. Other directors may be appointed by the Executive officers as needed for defined responsibilities.
C. All elected officers and added directors shall be members of the AAW during the entire term as an officer of the BRW.
D. The Board may adopt such rules and regulations for the conducting of meetings and management of the BRW as they may deem proper, but not inconsistent with these Bylaws and the laws of the Commonwealth of Virginia, with the approval of the membership of BRW.
E. Members of the Board shall not receive a salary or other compensation for their services, except for the reimbursement of expenses as authorized by the Board. A Board member may serve the BRW in a capacity other than that of a Board member and receive compensation for such services rendered in their capacity as authorized by the Board.
Section VI
Officers and their Duties
A. Officers:
1. The officers of the BRW shall be a President, a Vice-President, a Secretary, and a Treasurer.
2. Additional officers may be elected as deemed necessary.
3. All officers shall be elected at the November meeting and serve for a term of two (2) years. The term of all officers shall begin January 1st.
4. An officer may serve no more than two (2) consecutive terms in the same office.
5. Vacancies among the officers shall be filled by a vote at the next regular meeting of the membership.
6. An officer may resign at any time by giving written notice to the Board. The resignation shall take effect upon receipt thereof by the Board, and the acceptance of the resignation shall not be necessary to make it effective.
B. Officers’ Duties
1. President:The President shall supervise all the business and affairs of BRW and preside at all Board and General Meetings and activities of the BRW. The President may sign, with the Treasurer or any other properly elected officer of the BRW as authorized by the Board such instruments as may be lawfully executed on behalf of the BRW except where signing and execution thereof shall be expressly delegated by BRW, or by these Bylaws, to some other officer or agent of the BRW, or shall be required by law to be otherwise signed or executed. The President shall in general perform all duties as may be prescribed by the Board.
2. Vice-President: In the absence of the President, or in the event of his/her death, inability, or refusal to act, the Vice-President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all restrictions upon the President. The Vice-President shall perform such other duties as from time to time may be assigned by the President or by the Board.
3. Secretary: The Secretary shall record and keep the minutes of all meetings, see that all notices are duly given in accordance with the provisions of these Bylaws or as required, be custodian of the corporate records, keep a register of the post office addresses of all members, and perform such duties as from time to time may be assigned by the President or the Board.
3. Treasurer: The Treasurer shall have charge and custody of and be responsible for all funds and securities of the BRW, receive all monies due and payable to the BRW from any source whatsoever and deposit all such monies in such bank, trust, companies, or other depositories as shall be selected in accordance with these Bylaws and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the President or by the Board.
Section VII
Meetings
A. Regular Meetings
1. BRW shall hold regular monthly meetings.
2. The November meeting shall be the Annual Meeting for election of officers and for receiving the proposed budget and dues for the coming year.
3. If for any reason a meeting cannot be held when scheduled, then a substitute meeting shall be held as soon as practical as designated by the President.B. Board MeetingsThe Board shall meet at least three (3) times per year and more as needed. Meetings of the Board may be called at the request of any Board member and is open to all BRW members.
C. Notice of Regular, Annual, Special, and Board MeetingsNotice of meetings stating the place, day, and hour of any meeting shall be made available to each member no less than one (1) week prior to each meeting by email and posted to the BRW website.
D. Place of MeetingThe Board may designate any place within the Commonwealth of Virginia as the place of meeting for any regular, Board, annual, and special meeting.
E. VotingVoting may be done only by members in good standing of the BRW and is limited as follows: individual members, one vote per family membership and one vote per student, and one vote per life member. Associate members are not voting members.
F. Demonstrators must confirm that he/she is either a current member of the AAW in good standing or must provide a General Liability Policy Certificate of Insurance of at least one Million dollars ($1,000,000) naming the BRW as an additional insured at the time of the demonstration. Demonstrators will also sign the “Blue Ridge Woodturners Demonstrator Agreement.”
Section VIII
Fiscal Year and Seal
A. The fiscal year of BRW shall begin the first day of January in each year and run through December 31st of each year.B. The BRW will not use a seal. The signature in the name of the BRW by a duly authorized officer shall be legal and binding.
Section IX
Waiver of Notice
Unless otherwise provided by law, whenever any notice is required to be given to any Officer or Board Member under the provisions of these Bylaws, a waiver thereof in writing, signed by the persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
Section X
Amendments to Bylaws
These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by a vote of a simple majority of the voting members of the BRW present at any regular or special meeting, provided that notice of the proposed action shall have been included in the notice of the meeting or shall be waived as provided by these Bylaws.
Section XI
Disclaimer: Fiscal and Legal
The BRW specifically disassociates itself from any debts, obligations or encumbrances of the AAW. The Board of Directors of the BRW is not responsible for the debts or shares in the profits of the AAW. The BRW does not shoulder any legal liability for accidents that occur during events of any kind sponsored or not sponsored by the National Organization. The AAW specifically disassociates itself from any debts, obligations or encumbrances of the BRW. The Corporate Board of Directors of AAW is not responsible for the debts, or shares in the profits of the BRW. The AAW does not shoulder any legal liability for accidents that occur during events of any kind sponsored or not sponsored by the BRW.
Section XII
Approvals of these Bylaws:
A. BRW Board of Directors:
1. President: ______________________________________________, Date: ______________
2. Vice-President: __________________________________________, Date: ______________
3. Secretary: ______________________________________________, Date: ______________
4. Treasurer: ______________________________________________, Date: ______________
B. Presented to and approved by the BRW Membership on, Date: September 26, 2013
C. Approved by the AAW:
1. Approving AAW Authority: _________________________ , Date: ______________