Article I. NAME
The name of this organization shall be “Texas Knifemakers Guild”, a Texas non-profit organization, hereinafter may be referred to as the “Guild”. The period of existence of this Guild shall be perpetual.
Article II. PURPOSE
Section 1. Nonprofit Purpose
This corporation is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Section 2. Specific Purpose
The Texas Knifemakers Guild shall serve as a support group to Texas knife and blade makers. The Guild exists to perpetuate the art of knife and blade making for current and future knifemakers. The purpose is to actively encourage the development of educational opportunities for the exchange of ideas, techniques and innovations, while promoting integrity and high standards of workmanship.
ARTICLE III. MEMBERSHIP
Section 1. Eligibility for Membership
Application for membership shall be open to any person or business that supports the purpose statement in Article II, Section 2. Membership is granted after completion and receipt of a membership application and annual dues.
Section 2. Regions
For the purposes of Guild membership, the State of Texas is divided into three regions (See Appendix A, Official TKG Regional Map):
• Region 1 (South Texas Region) – Houston, Gulf Coast and South Texas
• Region 2 (North Texas Region) – Dallas, Fort Worth and North Texas
• Region 3 (West Texas Region) – West Texas
Section 3. Annual Dues
The amount required for annual dues shall be established in a separate document to be kept in the Operations Manual. Members will be notified of annual dues amount by mail, email and/or posting on the official Guild website. Continued membership is contingent upon being up-to-date on membership dues.
Section 4. Resignation and Termination
Any member may resign by filing a written resignation with the secretary. Resignation shall not relieve a member of unpaid dues, or other charges previously accrued. A member can have their membership terminated by a majority vote of the board of directors.
Section 7. Non-voting Membership
The board of directors shall have the authority to establish and define non-voting categories of membership.
ARTICLE IV. MEETINGS OF MEMBERS
Section 1. Regular Meetings
Regular meetings of the members (regional and statewide) shall be held at least once per calendar year, at a time and place designated by the board of directors.
Section 2. Annual Meetings
An annual meeting of the members shall take place at a specific date, time and location, which will be designated by the board. At the annual meeting the members shall receive reports on the activities of the association, and have input to the direction of the guilds activities for the coming year.
Section 3. Special Meetings
Special meetings may be called by a simple majority of the board of directors. A petition signed by five percent (5%) of voting members may also call a special meeting.
Section 4. Notice of Meetings
Printed notice of each meeting shall be given to each member, by mail, email or posting on the Guild’s official website, not less than two weeks prior to the meeting.
Section 5. Quorum
A quorum for a meeting of the members shall consist of at least twenty percent (20)% of the active membership.
Section 6. Voting
All issues to be voted on shall be decided by a simple majority of those present at the meeting in which the vote takes place.
ARTICLE V. BOARD OF DIRECTORS
Section 1. General Powers
The Board of Directors shall manage the affairs of the Guild. The Board of Directors shall have control of and be responsible for the management of the affairs and property of the Guild.
Section 2. Number, Tenure, Requirements, and Qualifications
The number of Directors shall be fixed from time-to-time by the Directors but shall consist of no less than six (6) nor more than fifteen (15) including the following officers: President, Vice-President, Secretary, and Treasurer.
Each Region shall appoint/elect at least two (2) persons to the Board of Directors to be sworn in at the annual meeting of the Board of Directors. The members of the Board of Directors shall, upon election, immediately enter upon the performance of their duties and shall continue in office until their successors shall be duly elected and qualified. No vote on new members of the Board of Directors shall be held unless a quorum of the Board of Directors is present as provided in Section 6 of this Article.
Each member of the Board of Directors shall be a member of the Guild whose membership dues are paid in full and may not serve more than five (5) consecutive years on the board.
Newly elected members of the Board of Directors shall serve an initial one-year term or until their successor have been duly elected, qualified and installed.
The initial board, having been duly elected, consisted of the individuals named in Section 15. The current board can be seen at: https://www.texasknifemakersguild.com/about
3. Election Guidelines
A General Election will be held every year to elect Board Members as well as poll TKG members concerning proposed changes to bylaws, events, and/or budget concerns. A Special Election may be held as needed to fill vacant spots on the Board, or for other purposes as deemed necessary by the Board.
The General Election process should begin roughly December 1, and should be concluded by December 31.
The President of the Board will designate a Board Member to the position of Election Chairman. This designee will manage the election process according the guidelines within this procedure, and in keeping with the TKG bylaws. The Chairman will ask for nominations for Board Members from among the year’s current paid TKG Members to be submitted either via email or on the Texas Knifemakers’ Guild Paid Members Facebook page at least one week (7 days) before the General Election. Nominees must be paid members in good standing with there being a minimum of two and a maximum of seven per region. Each nominee will have an opportunity to reject the nomination and each paid member will have an opportunity to provide input concerning the nominees. Each nominee must reside in the region for which they are nominated, and will be voted on only by members of that particular region.
The day of the election will be given in advance, once the nomination process is complete. The Chairman will create distinct regional ballots with each ballot containing only the nominees for that particular region, i.e. Region 1 ballot will only have the names of Region 1 nominees, Region 2 ballot will only have names of Region 2 nominees, etc. Each regional ballot may also contain line items that pertain to that region or line items that pertain to the TKG as a whole. These may be either official votes, or informational questions for board consideration. The ballot shall be created using a web voting service such as www.surveymonkey.com, www.electionbuddy.com, or any other appropriate service. The TKG may, at its discretion, use a free or paid service with the moneys coming from the TKG budget. All TKG Officers shall have access to the web voting service credentials throughout the election process.
Once the ballot has been created, the Election Chairman shall send an email to each TKG member containing a link to only their Regional ballot. These links shall not be shared among regions in order to prevent members from voting on the wrong ballot or voting multiple times. No ballots shall be submitted via mail, email, phone, or any other method. Only the ballots submitted via the web service will be counted.
The polls open as soon as the ballots are mailed to TKG members and will be open for a period of 48 hours. Once the polls close, the Election Chairman shall notify the existing Board of Directors of the election results within 24 hours, and the nominees of the results within 48 hours. Having been approved by the existing board and the nominees, the election results shall then be made public via email and/or the Texas Knifemakers’ Guild Facebook page in a timely manner.
Section 4. Annual and Regular Meetings
An annual meeting of the Board of Directors shall be held at a time and day and location designated by the Board of Directors. The Board of Directors may provide, by resolution, the time and place, for the holding of regular meetings. Notice of these meetings shall be sent to all members of the Board of Directors no less than ten (10) days, prior to the meeting date. Meetings of the Board of Directors shall be held as such places designated in the notice of such meeting, within the State of Texas. The Board will empanel new board members and select officers for the year at the annual meeting.
Section 5. Special Meetings
Special meetings of the Board of Directors may be called by or at the request of the President or by agreement of a majority of the Board of Directors. The person or persons authorized to call special meetings or the Board of Directors may fix any location, as the place for holding any special meeting of the Board of Directors called.
Section 6. Notice
Notice of any special meeting of the Board of Directors shall be given at least seven (7) days in advance of the meeting by telephone, facsimile, other electronic methods, written notice or in person. Any Director may waive notice of any meeting. Neither the business to be transacted at, nor the purpose of, any regular meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these bylaws.
Section 7. Quorum
A majority plus one (1) of current Directors shall constitute a quorum at any meeting. The presence, of a majority of current members of the Board of Directors shall be necessary at any meeting to constitute a quorum to transact business, but a lesser number shall have power to adjourn to a specified later date without notice. The act of a majority of the members of the Board of Directors present at a meeting, at which a quorum is present, shall be the act of the Board of Directors.
Section 8. Vacancies
Whenever any vacancy occurs in the Board of Directors it shall be filled without undue delay by a majority vote of the remaining members of the Board of Directors at a regular meeting. A Director elected to fill a vacancy, shall be elected for the unexpired term of the predecessor in office. Any directorship to be filled by reason of an increase in the number of Directors may be filled by election of the Board of Directors. No decrease in the number of Directors constituting the Board of Directors shall shorten the term of any incumbent Director.
Section 9. Compensation
Members of the Board of Directors shall not receive any compensation for their services as Directors.
Section 10. Informal Action by Directors
Any action required by law to be taken at a meeting of the Directors, or any action which may be taken at a meeting of Directors, may be taken, without a meeting, if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors.
Section 11. Confidentiality
Directors shall not discuss or disclose information about the Guild or its activities to any person or entity unless such information is already a matter of public knowledge, such person or entity has a need to know, or the disclosure of such information is in furtherance of the Guilds’ purposes, or can reasonably be expected to benefit the Guild. Directors shall use discretion and good business judgment in discussing the affairs of the Guild with third parties. Without limiting the foregoing, Directors may discuss upcoming workshops, meetings, shows and the purposes and functions of the Guild, including but not limited to accounts on deposit in financial institutions.
Section 12. Parliamentary Procedure
The President, or designee, shall determine any question(s) concerning parliamentary procedure at meetings by reference to Robert’s Rules of Order.
Section 13. Removal
Any member of the Board of Directors may be removed with or without cause, at any time, by vote of two-thirds (2/3) of the members of the Board of Directors, if in their judgment the best interest of the Guild would be served thereby, but such removal shall be without prejudice to the contract rights, if any of the person so removed. Election of appointment of an office shall not, in and of itself, create any contract rights. Board members may resign by written notice of resignation at any time, without prejudice.
Section 14. Initial Directors
Region 1: James Huse II
Region 2: Andrew Griggs
Region 3: Charles Hawkins
Section 16. Establishment of the Guild
For the purpose of the establishment of the Guild, the board members present at the initial meeting shall constitute a quorum.
ARTICLE VI. OFFICERS
The officers of this Board shall be the President, Vice-President, Secretary and Treasurer. All officers must have the status of active members of the Board. The Board of Directors may also designate other officers, from time to time, as needed.
Section 1. President
The President, the principal executive officer of the Guild, shall preside at all meetings of the Board of Directors and the Annual membership meeting. The President should serve as Vice-President, if possible, prior to serving as President of the Guild. The President shall have the following duties:
a. shall preside at all meetings of the Board of Directors and Membership Meetings.
b. shall have general and active management of the business of the Guild.
c. shall have general superintendence and direction of all other officers of this Guild and see that their duties are properly performed.
d. shall submit a report of the operations of the program for the fiscal year to the Board and members at their annual meetings, and from time to time, shall report to the Board all matters that may affect this program.
e. shall assist the Vice-President and the Treasurer in the completion of annual required paperwork for maintaining the Texas Non-Profit status and the Federal 501(c) 3 status.
f. shall be Ex-officio member of all standing committees and shall have the power and duties usually vested in the office of the President.
g. shall sign, with the Secretary, or any other Director of the Guild, thereunto authorized by the Board of Directors, financial obligations or any other matters brought forth and approved, within the limits of the State and National laws and the Guilds bylaws.
Section 2. Vice-President
The Vice-President shall be vested with all the powers and shall perform all the duties of the President during the absence of the latter. The Vice-Presidents duties are:
a. shall assist the Treasurer in the completion of annual required paperwork for maintaining the Texas Non-Profit status and the Federal 501(c) 3.
b. shall have the duty of chairing perspective committee and such other duties as may, from time to time, be determined by the Board of Directors.
Section 3. Secretary
The Secretary shall attend all meetings of the Board of Directors and will act as a clerk thereof. The Secretary’s duties shall consist of:
a. record all votes and minutes of all proceedings in a book to be kept for that purpose.
b. in concert with the President, shall make the arrangements for all meetings of the Board of Directors, including the annual meeting of the organization.
c. send notices of all meetings to the members of the Board of Directors, within the provisions of the Bylaws or as required by law.
d. perform all official correspondence from the Board of Directors as may be prescribed by the Board or the President.
e. be custodian of the Guild records, and of the seal of the Guild, if any;
f. in general, perform all duties incident to the office of the of the Secretary of the Board of Directors.
g. maintain a copy of all records submitted and required for organizing a Texas Non-Profit and the Federal 501(c) 3, along with the required annual notices/forms required to maintain the State and Federal non-profit statuses.
Section 4. Treasurer
The Treasures duties shall be:
a. have charge and custody of, and be responsible for, all funds of the Guild.
b. receive and give receipts for moneys due and payable to the Guild and deposit all such moneys in the Guilds accounts, as selected in accordance with the provisions of these bylaws and the Board of Directors.
c. work with the President, or other Board of Directors, to plan, prepare and present an annual budget, as required to maintain nonprofit status.
d. shall complete and file, with assistance from Vice-President or other Board of Directors, the annual required paperwork for maintaining the Texas Non-Profit status and the Federal 501(c) 3.
e. shall present a complete and accurate report of the finances of the Guild at each meeting, or at any other time upon request to the Board of Directors.
f. shall be the duty of the Treasurer to assist in direct audits of the funds of the program.
g. shall perform such other duties as may be prescribed by the Board of Directors or the President.
Section 5. Election and Term of Officers
The officers of the Guild shall be elected at the Board of Directors annual meeting. Candidates may be chosen from the regions membership or may be chosen by the Board, at large, should there not be any regional appointees. The election shall be held at the annual meeting of the Board of Directors. Those officers shall hold office until a successor is duly elected and qualified or until death, resignation or removal from office according to bylaws. The President may serve in such capacity for a term not longer than three (3) consecutive years.
Officers of the Board of Directors shall be eligible to succeed themselves in their respective offices or in another office for no more than five (5) consecutive years.
Section 6. Removal of Officer
Any officer of the Board of Directors may be removed with or without cause, at any time, by vote of two-thirds (2/3) of the members of the Board of Directors, if in their judgment the best interest of the Guild would be served thereby, but such removal shall be without prejudice to the contract rights, if any of the person so removed. Election of appointment of an office or agent shall not in and of itself create any contract rights..
Section 7. Vacancies
A vacancy in any office because of death, resignation, removal, disqualification, or otherwise may be filled by the Board of Directors.
ARTICLE VII. COMMITTEES.
Section 1. Committee Formation
The board may create committees, as needed, and such committees must report to the Board of Directors as the Board sets forth in the charge.
ARTICLE VIII. OTHER FINANCIAL INFORMATION
Section 1. Contracts
To the full extent authorized under the laws of the State of Texas, the Guild may authorize any officer or agent to enter into any contract and deliver any such instrument in the name of and on behalf of the Guild and such authority may be general or confined to specific instances.
Section 2. Loans
No loans shall be contracted on behalf of the Guild and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to a specific instance.
Section 3. Checks, Drafts, Transfers
All checks, drafts or other orders for the payment of money or other evidences of indebtedness, issued in the name of the Guild, shall be signed by such officer, or officers or agent of the Guild, and in such manner as shall be determined by the resolution of the Board of Directors. The withdrawal of funds from the Guilds financial account shall contain two signatures.
Section 4. Deposits
All funds of the Guild shall be deposited in a timely manner to the account of the Guild in bank, trust or other depositories, as selected by the Board of Directors.
ARTICLE IX. MISCELLANOUS STATEMENTS
Section 1. Self-Dealing Prohibited
The Guild shall not engage in any act of self-dealing as defined in Section 4941(d) of the IRS Code of 1986, or corresponding provisions of any subsequent federal tax laws.
Section 2. Business Holdings
The Guild shall not retain any business holdings within the meaning of Section 4943 of the IRS Code of 1986, or corresponding provisions of any subsequent federal tax laws.
Section 3. Investments
The Guild shall not make any investments in such a matter as to subject it to tax under as Section 4944 of the IRS Code of 1986, or corresponding provisions of any subsequent federal tax laws.
Section 3. Expenditures
The Guild shall not make any taxable expenditures as defined by Section 4945(d) of the IRS Code of 1986, or corresponding provisions of any subsequent federal tax laws.
ARTICLE X. GUILD STAFF
This section is intentionally left blank but incorporated for future growth.
ARTICLE XI. IDEMNIFICATION
Section 1. General
To the full extent authorized under the laws of the State of Texas, the Guild shall indemnify any director, officer, employee, or agent, or former member, director, officer, employee, or agent of the Guild, or any person who may have served at the Guild’s request as a director or officer of another corporation (each of the foregoing members, directors, officers, employees, agents, and persons is referred to in this Article individually as an “indemnitee”), against expenses actually and necessarily incurred by such indemnitee in connection with the defense of any action, suit, or proceeding in which that indemnitee is made a party by reason of being or having been such member, director, officer, employee, or agent, except in relation to matters as to which that indemnitee shall have been adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of a duty. The foregoing indemnification shall not be deemed exclusive of any other rights to which an indemnitee may be entitled under any bylaw, agreement, resolution of the Board of Directors, or otherwise.
Section 2. Expenses
Expenses (including reasonable attorneys’ fees) incurred in defending a civil or criminal action, suit, or proceeding may be paid by the corporation in advance of the final disposition of such action, suit, or proceeding, if authorized by the Board of Directors, upon receipt of an undertaking by or on behalf of the indemnitee to repay such amount if it shall ultimately be determined that such indemnitee is not entitled to be indemnified hereunder.
Section 3. Insurance
The Guild may purchase and maintain insurance on behalf of any person who is or was a member, director, officer, employee, or agent against any liability asserted against such person and incurred by such person in any such capacity or arising out of such person’s status as such, whether or not the corporation would have the power or obligation to indemnify such person against such liability under this Article.
ARTICLE XII. BOOKS AND RECORDS
The corporation shall keep complete books and records of account and minutes of the proceedings of the Board of Directors.
ARTICLE XIII. AMENDMENTS.
Section 1. Articles of Incorporation
The Articles may be amended in any manner at any regular or special meeting of the Board of Directors, provided that specific written notice of the proposed amendment of the Articles setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each director at least three days in advance of such a meeting if delivered personally, by facsimile, or by e-mail or at least five days if delivered by mail. All amendments of the Articles shall require the affirmative vote of an absolute majority of directors then in office.
Section 2. Bylaws
The Board of Directors may amend these Bylaws by majority vote at any regular or special meeting. Written notice setting forth the proposed amendment or summary of the changes to be effected thereby shall be given to each director within the time and the manner provided for the giving of notice of meetings of directors.
ARTICLE XIV. –Dissolution of the Guild
Section 1. Dissolution
The following procedure shall be followed upon dissolution of the Guild:
Section 1.1 Assets, Cash, or Property
No part of the net earnings of the Guild shall inure to the benefit of, or be distributed to its members, trustees, officers, or other private persons, except that the Guild shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article Two hereof. No substantial part of the activities of the Guild shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Guild shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Not withstanding any other provision of the articles, the Guild shall not carry on any other activities not permitted to carried on (a) by an organization exempt from federal income tax under Section 501(c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by an organization’s contributions to which are deductible under Section 170(c) (2) of the Internal Revenue Code of 1954 (or the corresponding provision of an future United States Internal Revenue Law).
Upon dissolution of the Guild, the Board of Directors shall, after paying or making provisions for the payment of all the liabilities of the Guild, dispose of all of the assets of the Guild exclusively for the purpose of the Guild in such manner, or to such organization(s) organized and operated exclusively for charitable, education, religious, or scientific purposes as shall the time qualify as an exempt organization(s) under Section 501(c) (3) or Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the County in which the principal office of the Guild is then located, exclusively for such purposes or to such organization(s), as said Court shall determine, which are organized and operated exclusively for such purposes.
ADOPTION OF BYLAWS
We, the Board of Directors, consent to, and hereby do, adopt the foregoing Bylaws, consisting of the 8 preceding pages, as the Bylaws of this Texas Knifemakers’ Guild.