ByLaws

FABA BY-LAWS REVISIONS

2020

By-Laws

Florida Artist Blacksmith Association, Inc

ARTICLE I

MEMBERS

SECTION A – CLASSES OF MEMBERS:
I.A. A Sponsoring Business Member shall be corporations, partnerships, and sole proprietorships interested in the art of blacksmithing. A Sponsoring Business Member must be registered under a business name. A Sponsoring Business member shall receive FABA’s monthly newsletter via email and be entitled to annual conference registration for a single person at the member’s rate.

I.B. A Family Member shall be any person, along with his or her family, who is interested in the art of blacksmithing. Family Members must be registered under personal names and not business names. “Family” includes all members of a single household.

I.C.  Honorary Life Members shall be any individuals recognized by the Board of Trustees as having made outstanding contributions to FABA. Honorary Members shall be exempt from the payment of dues during their lifetimes.

SECTION B- APPLICATION FOR MEMBERSHIP:                                                    Applications for membership shall be submitted to the FABA Treasurer on the prescribed form with proper dues payment. Membership applications shall be processed by the Treasurer within 30 days of receipt.

SECTION C – TERM OF MEMBERSHIP:
I.C-1. Sponsoring Business or Family Membership is paid on an annual basis beginning when the application is received and processed by the Treasurer. Annual Membership expires one year from the date it is recorded by the Treasurer. Dues can also be paid years in advance.

I.C-2. Honorary Life Membership shall be from the date conferred by the Board of Directors until the death of the member, or resignation of the individual. Life membership is also extended to the life partner of the member until the death of the life partner, dissolution of the partnership, or resignation of the Honorary Life Member.

I.C-3. No membership is transferable or assignable.

SECTION D – VOTING RIGHTS:                                                                                                  Each Single-Family Household and each Honorary Life Member shall be entitled to one vote on each matter submitted to vote of the Members. Sponsoring Business Members may not vote or hold office.

SECTION E – TERMINATION OF MEMBERSHIP:                                                                      I.E-1. Any Member may resign by mailing (via USPS) a written resignation to the Treasurer. The resignation requires a signature from the departing member.

 I.E-2. The Board of Directors, by affirmative vote of two-thirds of all Members of the Board of Directors, may terminate the membership of any Member for due cause, to include infractions of these bylaws and statutes. 

 I.E-3. Failure to tender Membership Dues shall result in termination of membership 60 days from said failure.

SECTION F – DUES:                                                                                                                            I.F-1. The Board of Trustees shall determine from time to time the amount of annual dues payable to FABA by Sponsoring Business Members and Family Members. Dues shall be payable by the first day of the month following the Member’s anniversary date, or when an individual first applies for membership.                                                                                                                                           

I.F-2. When the dues fee is changed by the Board of Directors, 90 days notice will be provided to the membership by way of the Florida Clinker Breaker.

I.F-3. Dues may be prepaid multiple years in advance, and those dues shall be honored even in the event of subsequent dues increases. Prepaid dues must be paid in whole year increments.

ARTICLE II

MEETINGS OF MEMBERS

SECTION A – ANNUAL MEETING:                                                                                                An Annual Meeting of the Members shall be held each year in October for the transaction of such business as may come before the meeting. The President, in conjunction with the Program Chairman, shall select the date for the Annual Meeting during the Florida Artist Blacksmith Association annual conference and provide notice to all Members with the conference schedule. 

SECTION B – SPECIAL MEETING:                                                                                         Special Meetings of the Members may be called by the President, the Board of Directors, or not less than one-tenth of the Members. The individual or group calling the Special Meeting shall select the date, time, location, and means (physical, electronic, telephonic, etc.)  for the Special Meeting and shall provide notice to all Members as outlined in these bylaws. The FABA Secretary must participate by recording the minutes of any Special Meeting.

SECTION C – NOTICE OF MEETINGS:                                                                                          II.C-1. Written or printed notice stating the place, day, hour, and means (physical, electronic, telephonic, etc.)  of any meeting of Members shall be made through the newsletter, program event notice, or e-mail. The meeting notice period shall be a minimum of three days unless a compelling reason calls for urgency.                                                 

II.C-2. In the case of a Special Meeting, or when required by statute or these bylaws, the purpose, or purposes, for which the meeting is called shall be stated in the notice.                                                 

II.C-3. If mailed or e-mailed, the notice shall be deemed to be delivered when deposited in the U.S. mail, with postage thereon paid, addressed to the Member at their address as it appears on the records of the corporation or e-mailed to the Member using the e-mail address of record held by the Treasurer. It shall be the responsibility of the member to keep the address and e-mail address of record current and up-to-date with the Treasurer.

SECTION D – MEETINGS BY MAIL, TELECONFERENCE, E-MAIL:                                   Any action required or permitted to be taken at an Annual meeting, Quarterly Business Meeting, or Special Meeting of Members may be taken if a consent or vote in writing/e-mail, setting forth the action to be taken, shall be recorded by the Secretary with a majority vote of the Members with voting rights. Any vote taken is subject to the same rules and policies as in-person meetings.

SECTION E – ANNUAL MEETING QUORUM:                                                                                                          II.E-1. Provided all Members with voting rights have been given the appropriate notice specified in these Bylaws, those Members present may accomplish any action authorized herein by a vote of the majority present, if the Members present constitute at least 10% (ten percent) of the outstanding voting Members of FABA.                                                                                                                                

II.E-2. These meetings and actions, if any, shall be recorded by the Secretary.

ARTICLE III

BOARD OF DIRECTORS 

SECTION A – GENERAL POWERS:                                                                                                III.A-1. The Board of Directors, consisting of all Officers, Trustees, and Regional Coordinators, shall manage FABA’s affairs. Directors must be members in good standing, family of members in good standing, or Honorary Life Members of FABA. The Secretary shall provide each person declaring to run for a Board position a copy of the Articles of Incorporation and the By-Laws of FABA.

III.A-2. Each member of the Board of Trustees shall agree to comply with all terms and conditions of the Articles of Incorporation and the By-Laws of the Florida Artist Blacksmith Association.

SECTION B – OFFICERS AND TRUSTEES:
III.B-1. There shall be no less than four Regions in the state, with a Trustee for each original region of the state (Southwest, Southeast, Northwest and Northeast). The Trustee representing a specific region shall reside in the region they represent. Additional sub-regions may be created within the state, to be managed by Regional Coordinators. A Trustee may work in partnership with multiple Regional Coordinators. Each Trustee shall serve a term of two years or until their successor shall have been elected. In the absence of an annual election, the incumbent Trustees shall continue to hold office and conduct FABA’s business until their successors have been duly elected. Two trustees shall be elected in odd numbered years. Two trustees shall be elected in even numbered years. Regional Coordinators are appointed as per section Article III.B-3(g).

III.B-2. The immediate Past President of FABA shall serve as a member of the Board of Directors, with the same rights and responsibilities as the other Directors, for a term of two years, beginning on the January 1 date when the subsequent President takes office. A Past President may be requested to continue advising the Board beyond the two-year period by a majority vote of the Board. The Past President will continue to have full voting rights and responsibilities during any advisory extension. The duration of the advisory extension shall be decided by a majority vote of the Board, or by creation of a new Past President.

III.B-3. The Executive Board of FABA shall consist of six officers; President, Vice President, Secretary, Treasurer, Program Chair, and Editor. Each shall serve a term of two years or until a successor shall be elected. In the absence of an annual election, the incumbent Officers shall continue to hold office and conduct FABA’s business until their successors have been duly elected.

III.B-3(a).  The President shall be the principal executive officer of the corporation and shall, in general, supervise all the business and affairs of the corporation. The President shall preside at all Regular and Special Meetings of the Members and of the Board of Directors. He or she may sign, with the Treasurer or any other Executive Officer, any bonds, contracts, or other instruments that the Board of Directors has authorized to be executed, except in cases where the signing shall be expressly delegated by the Board of Directors or by these By-Laws, or by statutes, to some other Officer or agent of FABA, and in general he or she shall perform all duties incident to the offices of President and such other duties as may be prescribed by the Board of Directors.

The President shall present an annual budget to the Board of Directors at their Regular First Quarter Meeting. That budget shall reflect all anticipated revenues and expenditures in sufficient detail that the Board of Directors can make adequate plans for the fiscal year. Once approved by the Board of Directors, the budget shall serve as FABA’s operational guide. The President shall present amendments to the budget as conditions warrant.

The President has discretionary power to hold an election to fill a vacancy at Regular and Special Meetings of the Members and of the Board of Directors.

The President shall be the keeper and holder of the FABA corporate seal.

III.B-3(b). The VicePresident shall perform the duties of the President when the President is absent or unable to act, and when so acting, the Vice President shall have all the powers and be subject to all the restrictions of the President. The Vice President acting as President shall require a majority vote of the Board of Directors, and shall retain this authority until such time as the President can ably perform the duties of the office.

III.B-3(c). The Treasurer shall have charge and custody of and be responsible for all FABA’s funds and securities, shall receive and give receipts for monies due and payable from all sources, and shall deposit all such monies in FABA’s name in such banks, trust companies, or other depositories as shall be selected by the Board of Directors. The Treasurer, Secretary, and President are authorized to sign checks drawn on all accounts. 

The Treasurer shall report assets and liabilities to the Board of Directors at its Regular Meetings, and when otherwise required to manage Board business, and monitor receipts and expenditures against the budget and notify the President when variances are noted or predicted. 

If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of the duties of the office the Board shall determine, at FABA’s expense.

The Treasurer shall maintain a list of all current Members of FABA, their addresses (both physical and e-mail), phone numbers; and make that list available to the Board of Directors.  The Treasurer shall periodically provide an up-to-date list of current Members to the Newsletter Editor and to the Secretary. 

The Treasurer shall be responsible for timely filing of all required state and federal tax and compliance filings, including but not limited to federal income tax returns, state annual reports, and certification for solicitation of donations. The Treasurer is also responsible for keeping current with recurring business transactions.

III.B-3(d) The Secretary shall conduct elections for Officers as specified in these By-Laws. At the beginning of each calendar year, the Secretary shall notify ABANA, with which we hold an affiliate relationship, and the Webmaster for FABA’s website, of changes in the membership of the Board of Directors. In addition, the Secretary shall provide notice to organizations that exchange newsletters with FABA when a new Newsletter Editor takes office.

The Secretary shall supervise registration for the annual conference. 

The Secretary shall record and maintain accurate minutes of all Meetings of the Members and of the Board of Trustees electronically, and shall provide a copy of the minutes to the Historian and to the Newsletter Editor, for publication in the newsletter. The Secretary shall provide copies of these By-Laws and the Articles of Incorporation to members of the Board of Directors and candidates for the Board of Directors; see that all notices are duly given in accordance with these By-Laws or as required by statute; be custodian of FABA’s records (copies of the minutes of meetings of the Board of Directors); attest to action taken by the Board or Members and certify the legitimacy of any corporation record when such attestation or certification is required; and in general perform all duties incident to the office of Secretary and such other duties as may be assigned to him or her by the President or by the Board of Directors.

III.B-3(e). The Newsletter Editor shall originate and promulgate FABA’s principal instrument of communication, a newsletter entitled The Florida Clinker Breaker, to be published at such frequencies as are determined by the Board of Directors. The newsletter shall be distributed to all Members at the address furnished by the Treasurer, and to additional parties on a mailing list approved by the Board of Directors. The Newsletter Editor shall maintain a set of newsletters he or she distributes, and provide the archived newsletters to the Historian for FABA’s records.

The Board of Directors shall furnish an annual budget to the Newsletter Editor, and shall furnish amendments to that budget as the need arises. The Board of Directors shall furnish the fiscal resources to complete the origination and distribution of the newsletter on a timely basis.

The Newsletter Editor shall be the principal editor of the newsletter and shall promulgate it according to the highest standards of journalistic quality and ethics, and in accordance with all laws.

III.B-3(f). The Program Chairperson shall organize and produce the statewide annual conference within the budget established by the Board of Trustees. The Program Chairperson shall be the primary person responsible for procuring demonstrators, teachers, and speakers for the annual conference, and will make any arrangements necessary for their transportation, accommodations, meals, materials, and supplies.

Before obligating FABA for the payment of any program costs, expense reimbursements, fees, or honoraria, the Program Chairperson shall secure authorization of the program budget from the Board of Directors at a regular or special Meeting or, if such Meeting cannot be timely scheduled, the Program Chairperson shall secure authorization from the President or President’s designee.

If an expense is incurred for an approved expenditure, the Program Chairperson shall present all statements, invoices, receipts, and other records of such expenditures to the Treasurer or other person authorized by the Board of Directors.

III.B-3(g). Regional Coordinators shall be appointed by the Board of Directors to organize meetings in each of their respective regions, at intervals as described in the By-Laws. The Board of Directors shall provide Regional Coordinators with a description of duties and responsibilities as delineated in a Coordinator’s procedural manual. Regional Coordinators shall be full voting members of the Board of Directors. The Regional Coordinators work in partnership with the Regional Trustee.

III.B-3(h). The Webmaster shall be appointed by the Board of Directors to be responsible for updates, maintenance, and security of any and all FABA websites and social media, and FABA’s web-based processes. The Webmaster shall make recommendations to the Board of Directors for substantial changes to FABA’s web presence, development, and organization. The Webmaster shall be a full voting member of the Board of Directors. 

SECTION C – ELECTION OF OFFICERS AND TRUSTEES:
III.C-1. The Secretary shall conduct an election of Officers and Trustees by each year, as described in Article III.C-2. Ballots shall be published in the Clinker Breaker, to reach the membership by August 15. Ballots may be returned by mail or email, to be delivered to the Secretary no later than September 15.  Ballots received later than September 15, delivered by any means, will not be counted. It shall be the Secretary’s duty to count and record the ballots in an accurate manner.

III.C-2. The tenure of office for all Officers and Trustees shall be two years, beginning January 1 of the year following the election. The President, VicePresident, Secretary, SW Trustee and NW Trustee shall be elected in odd numbered years; the Treasurer, Newsletter Editor, Program Chairperson, SE Trustee, and NE Trustee shall be elected in even numbered years.

SECTION D – REMOVAL OF OFFICERS AND TRUSTEES: Any Officer or Trustee may be removed from office with or without cause, by a vote or agreement in writing by a majority of all Members with voting rights. If removal is considered at a Regular or Special Meeting of the Members, the notice for that Meeting shall state the name(s) of the Officer(s) or Trustee(s) sought to be removed. If removal is attempted at a Meeting of Members, there shall be a separate vote taken for each Officer or Trustee sought to be removed. If removal is attempted by written agreement of the Members, a separate agreement is required for each Officer or Trustee sought to be removed.

Regional Coordinators and the Webmaster, being appointed positions, may be removed with or without cause by majority vote of the Board of Directors. 

SECTION E – VACANCIES: A majority vote by the remaining members of Board of Directors shall fill any vacancy occurring on the Board. An Officer or Trustee appointed to fill a vacancy shall serve for the unexpired term of his or her predecessor in office. Board members appointed to fill a vacancy may not have voting privileges until their appointment is confirmed by a vote of the membership; exception to this being the Regional Coordinators and the Webmaster, whose appointment shall confer voting privilege automatically, following normal procedure for their appointment, as per Article III.B-3(g)and III.B-3(h).

SECTION F – REGULAR MEETINGS: Regular Meetings of the Board of Directors shall be held in each quarter of the calendar year. At the discretion of the President,  any given Quarterly Board Meeting may be waived for reasons of insufficient agenda. All Members may attend and participate in discussion, but shall have no voting rights.

SECTION G – SPECIAL MEETINGS: The President or any two Officers may call Special Meetings of the Board of Directors. The person or persons calling the Special Meeting shall select the date, time, and call in number for a telephonic meeting, or if a physical meeting is necessary, location for the Special Meeting shall be provided. Members may attend Board meetings, and participate in discussion, but will have no vote.

SECTION H – QUORUM: Provided all Members and Officers have been given the appropriate notice specified in these Bylaws, those members of the Board of Trustees present may accomplish any act authorized herein by a vote of the majority present, if the members of the Board of Directors present constitute at least 51% (fifty-one percent) of the members of the Board of Directors.

SECTION I COMPENSATION:
III.I-1. Officers shall not receive any compensation for their services, but nothing herein contained shall be construed to preclude an Officer from serving FABA in any other capacity and receiving compensation therefore. Any compensation paid to a Director or Director’s family member may not be greater than the usual rate for that service in common usage at the time service is rendered. 

III.I-2. Travel, communication, or other expenses incurred by any Member of the Board of Directors or any Member, while acting in an official capacity and with prior approval from the Board of Directors, may be approved by the Board of Directors if adequate funds are available. In addition, if adequate funds are available, travel expenses incurred by members of the Board of Directors may be paid for travel to attend Meetings of the Board of Directors. The travel stipend may be changed to reflect changes in costs of travel, any changes being approved by majority vote of the Board, and will be reviewed on an annual basis. 

III.I-3. Fuel expenses for Directors or Members executing direct Board business shall be compensated on a per mile basis at the rate delineated by IRS code at the time the travel occurred. Receipts must be turned in to the Treasurer to receive compensation.

III.I-4. Directors, at the end of a term of service in a position, shall be awarded a Certificate of Appreciation, free registration at the Annual Conference next following their term of service, and a FABA T-shirt at that conference. 

ARTICLE IV

COMMITTEES

SECTION A. The President and/or Board of Directors shall appoint functionaries, standing committees and ad hoc committees as needed.

IV.A-1. Standing Committees:

IV.A-1(a). Awards & Honors Committee. This committee is responsible for scholarships of paid tuition to attend blacksmithing schools and functions; special awards to those who have rendered services and contributions; and the Honorary Degree of Doctorate of Philosophy in the Art of Metalsmithing. The Ph.D. degree is the most prestigious award that FABA sponsors, and is conferred upon an individual who has made outstanding contributions to the art of blacksmithing and its preservation.

IV.A-1(b). The Standing Committee for the Ph.D. Degree award shall consist of the chair of the Awards & Honors Committee, the President, and the last recipient of the Ph.D. award, if available. If the last recipient is not available then the Program Chairperson shall serve as the third member.

IV.A-1(c). The Board of Directors may form Ad Hoc committees to meet organization needs as they arise.

ARTICLE V

REGIONAL PROGRAMING

SECTION A – REGIONAL ORGANIZATION: For the purposes of conducting programs and events at locations accessible to Members and other interested individuals, the state is organized into regions that may be increased or decreased in size or number as meets the needs of the organization.  Meetings in each of these regions shall be conducted on a monthly basis where possible, but shall not be fewer than bi-monthly.

SECTION B – REGIONAL MEETINGS: The date, location, time and program of a region’s meetings will be determined by the Regional Coordinator.  The Regional Coordinator shall supply information regarding the date, location, time, and program of each meeting to the Newsletter Editor and Webmaster three months in advance.

SECTION C – REGIONALLY HOSTED STATEWIDE MEETINGS: If funds are available, demonstrators at regionally hosted statewide meetings may be provided an honorarium commensurate with the current market rate per diem, and actual expenses for travel, meals and lodging, not to exceed an amount set by the Board of Directors on a yearly basis.  Before obligating FABA for the payment of any such expenses, the Regional Coordinator MUST secure authorization from the Program Chairperson and the President.

ARTICLE VI

BOOKS AND RECORDS

VI.A. FABA shall keep correct and complete books and records of account using a recognized basis of accounting that satisfies all statutory requirements to which the organization is subject. FABA shall keep minutes of the proceedings of its Members, Board of Directors, and any committee having any authority of the Board of Directors, in accordance with Robert’s Rules of Order. FABA shall keep a record of the names and addresses of the Members.

VI.B. All FABA financial records may be inspected by any Member, or the Member’s agent or attorney, for any purpose and at any reasonable time after giving reasonable notice.

VI.C. At the beginning of each fiscal year or whenever a Treasurer leaves office, the President may appoint an outside accountant to review FABA’s accounts and present a written report to the Board of Directors.

ARTICLE VII

FISCAL YEAR

FABA’s fiscal year shall begin the first day of January and end the last day of December.

ARTICLE VIII

WAIVER OF NOTICE

Whenever any notice is required to be given by these By-Laws or by statute, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE IX

AMENDMENT OF THE BYLAWS

IX.A. The Board of Directors may amend these Bylaws at any Regular or Special Meeting of the Board of Directors at which two-thirds of the Board are voting, provided at least fifteen days’ written notice is given of the time, place, and object of such Meeting.

IX.B. The Members may amend these By-Laws at any Regular or Special Meeting of the Members by a vote of two thirds of the Members in good standing, provided at least fifteen days’ written notice is given of the time, place, and object of such meeting.

ARTICLE X

ROBERT’S RULES OF ORDER

Except where otherwise specified by these Bylaws or by statute, the latest edition of Robert’s Rules of Order shall be the standard for conducting FABA’s business.

© 2019 FABA

These By-Laws shall be effective starting Jan. 1, 2020.