By-Laws

Adopted 2-05-2010, Updated 3/17/2013

A Local Chapter of the AMERICAN ASSOCIATION OF WOODTURNERS, INC. (AAW),
A NONPROFIT CORPORATION

And a Special Interest Group of MIDWEST WOODWORKERS ASSOCIATION (MWA),
A General Not-for-Profit Public Benefit Corporation with 501(c)(3) IRS Tax Status

ARTICLE I – Organizers and Location

This organization hereafter identified as the MidMO-WoodTurners will serve, though not limited to, the area of central Missouri as Columbia is the geographic center of Missouri.

All official correspondence should be addressed through the Secretary at the address shown in the Roster, Newsletter, or Web site.  Meeting places of this Chapter will be listed in the Newsletter and Web site.

There are 20 founding members of MidMO-WoodTurners.

ARTICLE II – Relation of MidMO-WoodTurners to AAW

All Officers and Directors of MidMO-WoodTurners agree to be members in good standing of the American Association of Woodturners, Inc. (AAW).   Furthermore, all members of MidMO-WoodTurners are encouraged to be members in good standing of AAW.

While it is understood that AAW will provide advice and counsel, as requested, MidMO-WoodTurners is advised that the nature and extent of its activities are left to their discretion.  Demonstrations, while part of the normal activities of Chapter, are to be conducted solely at the discretion of MidMO-WoodTurners Board of Directors, and all safety and instruction is to be under their explicit direction and control.

The national AAW office strongly recommends placing some sort of sign or notice on or around any lathe used for demonstration; that safety eye protection must be worn and a full-face shield when needed.  Use a dust mask and wear hearing protection.  The lathe is a potentially dangerous instrument only to be used with Chapter approved supervision.

ARTICLE III – Relation of MidMO-WoodTurners to MWA

All Officers and Directors of MidMO-WoodTurners Chapter agree to be members in good standing of the Midwest Woodworkers Association (MWA). Furthermore, all members of MidMO-WoodTurners are encouraged to be members in good standing of MWA.

While it is understood that MWA will provide advice and counsel, as requested, MidMO-WoodTurners is advised that the nature and extent of its activities are left to their discretion.  Demonstrations, while part of the normal activities of Chapter, are to be conducted solely at the discretion of MidMO-WoodTurners Board of Directors, and all safety and instruction is to be under their explicit direction and control.

ARTICLE IV – Purpose

The Chapter’s purposes, in addition to supporting the general purposes of its parent organizations, are to:
1. Provide a meeting place for central Missouri woodturners;
2. Share ideas and techniques associated with wood turning;
3. Trade woods;
4. Exchange ideas about jigs, tools and sharpening;
5. Have regular informal hands-on woodturning sessions where members get together with their small lathes;
6. Provide forums for introducing and training new folks to woodturning;
7: Work with other AAW Local Chapters in sharing programs and demonstrators; and
8. Provide educational sessions by outside experts whenever possible.
9. Provide a local library of woodturning books & videos for members use.

MidMO-WoodTurners will foster a wider understanding and appreciation of woodturning as a traditional and contemporary craft and art form among the general public and art galleries, hobbyist woodturners, part-time woodturners and professional woodturners.  This will be accomplished by providing education, information, organization and technical assistance relating to woodturning to the central Missouri region.

ARTICLE V – Membership and Dues

Membership is open to anyone without regard to race, creed, color, religion, national origin, gender, sexual orientation, age, disability or other characteristics protected by State or Federal law.  Members younger than 18 years must be accompanied and supervised by a member 18 years or older.  Family memberships are available.

Membership year will be from June 1st to May 31st of each year.  Annual individual membership fees for MidMO-WoodTurners will be $15.00 for MWA members, $25.00 for non-MWA members, $25.00 for MWA family membership, and $35.00 for non-MWA membership.  Family membership is defined as members of a family living in the same dwelling at the same address.

ARTICLE VI – Meetings

Monthly meetings shall be held at a time and place designated by the Board of Directors. Special meetings may be called; and the regular meeting date, place and time may be changed by the Board of Directors to accommodate special events provided there is at least 7 days prior notice to membership.  A notice of each meeting will be sent via email to each member at least 7 days before it is scheduled.  Meeting places will also be published on the website and/or in the Newsletter.

Informal hands-on woodturning sessions with members bringing their small lathes will be held the 2nd Thursday after the 4th Monday of every month at 6:30 pm at a member’s home announced via email.

A quorum consisting of no less than 25% of the membership in good standing shall be required to conduct business at any regular or special meeting.  In all disputes involving parliamentary procedure, Robert’s Rules of Order shall apply.  Only members with paid-up dues shall be eligible to vote on issues brought before the membership.  Members in good standing shall have one vote and Family members shall have a maximum of two votes if more than one family member is present.

Regular meetings of MidMO-WoodTurners shall cover the following topics:  introduction of guests and new members, correction and approval of the prior meeting minutes, Treasurer’s report, correspondence and communications, President’s report, committee reports, unfinished business, new business, wood raffle, Show and Tell, program/demonstration, and adjournment.  The President will determine the order of the above topics.

Article VII – Board of Directors and Duties

The Board of Directors shall determine general policy and manage the affairs of MidMO-WoodTurners subject to the approval of the membership.  The Board of Directors shall ensure that all conditions and requirements of its parent organization’s, MWA, 501(c)(3) Tax Status are followed.  Members of the Board of Directors shall be of the age of majority in the State of Missouri and shall be in good standing with both AAW and MWA.  Subject to the provisions of the laws of Missouri and these Bylaws relating to actions required or permitted to be taken or approved by the members of this Chapter, the activities and affairs of this Chapter shall be conducted and all powers shall be exercised by or under the direction of the Board of Directors.  The Board of Directors shall meet monthly prior to the regular meeting or at the request of the President or three Board members.  A majority of the Board members shall constitute a quorum with a majority of those present required for action on any item of business.  The Board of Directors shall consist of the following members:

A.    President
B.    Vice President
C.    Secretary
D.    Treasurer
E.    Immediate Past President
F.    Website Editor
G.    Newsletter Editor
H.    Membership Chairman
I.    Librarian

ARTICLE VIII – Officers and Duties

All elected officers of MidMO-WoodTurners shall be members in good standing with both AAW and MWA.  Officers shall be elected annually in May by a majority vote of the Chapter’s paid-up members.  Other Officers and Assistant Officers as deemed necessary may be elected by the Chapter members or appointed by the elected Officers. Any Officer elected or appointed may be removed when it is deemed that the best interests of the Chapter would be served by such removal. This would be accomplished by a majority vote of the Chapter’s members who are present at the time of the vote, so long as at least 50% of the paid-up members are present. A vacancy in any Office because of death, illness, resignation, removal, disqualification, or otherwise may be filled by a majority vote of the members for the un-expired portion of the term.  The elected Officers are:

President – the President shall be the chief executive officer of the Chapter and shall preside over all regular meetings of the Chapter and Board meetings in accordance with acceptable practices guided by Robert’s Rules of Order.  The President shall guide all officers, Board members, standing committees, and all other committees in performance of their responsibilities.  The President shall be responsible for verifying that all officers and directors are members in good standing with both AAW and MWA.  The President shall perform such other duties as may be imposed by vote of the majority of the membership.  President’s is limited to a maximum of two consecutive one-year terms.

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 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 serve as the program chairman and perform such other duties as from time to time may be assigned to him/her by the President.  Vice- President’s is limited to a maximum of two consecutive one-year terms.

Secretary – The Secretary shall record the minutes of all regular meetings and Board of Directors meetings; handle all correspondence and other duties incidental to office or required by the Bylaws.   The Secretary shall perform such other duties as from time to time may be assigned to him/her by the President.  The Secretary shall insure that the parent organization, MWA, receives necessary information as required for its 501(c)(3) Tax Status.

Treasurer – The treasurer shall be responsible for the Chapter’s funds, for keeping full and accurate account of all moneys received and disbursed and for all membership dues.  The Treasurer shall be responsible for the deposit of all Chapter moneys, in the name of the Chapter, in a bank designated by the Board of Directors.  Either the Treasurer or the President shall sign all checks drawn on the Chapter’s checking account.  The Treasurer shall submit a financial report at each meeting; a yearly report in May for the audit committee; and verify that members casting votes are in good standing. The Treasurer shall ensure that the parent organization, MWA, receives necessary information as required for its 501(c)(3) Tax Status.

ARTICLE IX – Other Offices and Standing Committees

Librarian – The Board of Directors will appoint a Librarian who shall be in charge of the Chapter’s videotapes, DVD discs, magazines, books and other training materials.  The Board shall establish a lending policy for the Librarian to make these materials available on loan to the membership.

Newsletter Editor – The Board of Directors will appoint a Newsletter Editor who shall publish a newsletter of the past meeting’s highlights with pictures and the next meeting’s program features.  Minutes of the last Board of Director’s meeting should be included as well as upcoming events.  The Newsletter will only be published on the Chapter’s website.

Website Editor – The Board of Directors will appoint a Website Editor who shall be in charge of the Chapter’s Website.  The Website shall contain current and past Newsletters, calendar of future events and meeting places, membership directory, Bylaws, useful links to other AAW Chapters and woodturning vendors, with the home page describing the Chapter and inviting folks to attend our public events.

Program Committee – The Program Committee, chaired by the Vice President, shall be responsible for arranging the monthly meeting agenda, including the arrangement for special guest speakers and/or demonstrators.  The Vice President may select other members of his/her choice to serve on the program committee.

Nominating Committee – The President shall appoint in March of each year, a nominating committee consisting of members in good standing.  The Nominating Committee will offer its nominations for officers to the membership at the April regular meeting which will  be voted on at the regular May meeting.

Audit Committee – An Audit Committee shall be appointed by the Board to audit Chapter finances at the time any Treasurer takes office and at the end of the fiscal year.  Members of the audit committee shall be responsible to the Board.

ARTICLE X – INDEBTEDNESS

AAW’s national office MUST be notified in writing PRIOR to a Local Chapter incurring any indebtedness for AAW.  The Local Chapter may not incur any indebtedness for MWA.

ARTICLE XI – American Association of Woodturners’ (AAW) Disclaimers:
Fiscal and Legal

The corporation, the American Association of Woodturners, Inc., specifically disassociates itself from any debts, obligations or encumbrances of the Local Chapter. The Corporate Board of Directors of AAW is not responsible for the debts, nor shares in the assets of the Local Chapters. The Corporate Organization does not shoulder any legal liability for accidents that occur during events of any kind sponsored or not sponsored by a Local Chapter. The MidMO-WoodTurners Chapter specifically disassociates itself from any debts, obligations or encumbrances of the American Association of Woodturners. The Board of Directors of the MidMO-WoodTurners Chapter is not responsible for the debts nor shares in the assets of the American Association of Woodturners. The MidMO-WoodTurners Chapter does not shoulder any legal liability for accidents that occur during events of any kind sponsored or not sponsored by the National Organization.

ARTICLE XII – Midwest Woodworkers Association (MWA) Disclaimers:
Fiscal and Legal

The corporation, the Midwest Woodworkers Association, specifically disassociates itself from any debts, obligations or encumbrances of the special interest group MidMO-WoodTurners Chapter. The Corporate Board of Directors of MWA is not responsible for the debts, nor shares in the assets of MidMO-WoodTurners Chapter. The MWA Parent Organization does not shoulder any legal liability for accidents that occur during events of any kind sponsored or not sponsored by MidMO-WoodTurners Chapter. The MidMO-WoodTurners Chapter specifically disassociates itself from any debts, obligations or encumbrances of the Midwest Woodworkers Association. The Board of Directors of the MidMO-WoodTurners Chapter is not responsible for the debts nor shares in the assets of the Midwest Woodworkers Association. The MidMO-WoodTurners Chapter does not shoulder any legal liability for accidents that occur during events of any kind sponsored or not sponsored by its Parent Organization.

ARTICLE XIII – Amendments

These Bylaws may be altered in all or in part, amended, or repealed and new Bylaws may be adopted by a vote of a simple majority of the qualified voting members of the MidMO-WoodTurners then casting ballots.  Proposed By-Law changes shall be emailed to the membership and posted on the website at least fourteen days before the time of the meeting which is to consider the change.

Copies of all modifications to these Bylaws MUST be filed with the national office of AAW and with the secretary of MWA.

ARTICLE XIV – Insurance

As a chapter of the American Association of Woodturners, Inc., the MidMOWoodTurners Chapter will utilize insurance available through and required by
AAW provided the board of directors deems said insurance to be sufficient and
affordable. The board of directors shall determine the best option for insuring the
chapter which may include utilizing the existing homeowner’s insurance of
members that host chapter activities.


ARTICLE XV – Distribution on Dissolution

In the event of liquidation or dissolution of MidMO-WoodTurners, no liquidating or other dividends and distribution of property owned by the Chapter shall be declared or paid to any private individual, but distributed as follows:

Upon the dissolution of the Chapter, The Board of Directors shall, after paying or making provisions for the payment of all the liabilities of the Chapter, distribute the assets for one or more exempt purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or to the federal government, or to a state or local government for a public purpose.  Any such assets not so disposed of shall be disposed by the circuit court of the county in which the principal office of the Chapter is then located, exclusively for such purpose or to such organization or organizations as said court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE XVI – Purpose of Midwest Woodworkers Association (MWA), a Public Benefit Corporation

The Corporation is formed for the purpose of making wooden toys for children and donating same to local charities; performing other such public woodworking services to local charities; the education of its members and the general public in the art and science of woodworking; to assist the members to gain expertise in woodworking skills; and to provide a forum for the exchange of information concerning woodworking techniques in accordance with Section 501 (c)(3) of the Internal Revenue Code, or the corresponding section of any future Federal Tax Code; to do everything necessary, suitable, or proper for the accomplishment, attainment, or hereafter conferred by the laws of the state of Missouri upon which a nonprofit corporation organized under the laws of the state of Missouri, and, in general carry on any of the activities and do anything to the same extent and as fully as a natural person or partnership might or could do; provided, however, that nothing herein set forth shall be construed as authorizing the corporation to possess any purpose, object, or power, or to do any act or thing forbidden by law to a nonprofit corporation organized under the laws of the state of Missouri, nor engage in any activity not approved of by Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or any successor section.

MidMO-WoodTurners, a special interest group of MWA, must adhere to the principals stated in this article.

ARTICLE XVII – Limitations of the Public Benefit Corporation MWA

No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation 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 these Articles of Incorporation.  No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.  Notwithstanding any other provision of these Articles of Incorporation, the corporation shall not carry on any other activities not permitted to be carried on (a)by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

MidMO-WoodTurners, a special interest group of MWA, must adhere to the principals stated in this article.

Adoption of Bylaws

We, the undersigned, are all of the initial elected Directors of this Chapter, and we consent to, and hereby do, adopt the foregoing Bylaws for MidMO-WoodTurners, a special interest group of Midwest Woodworkers Association and a Chapter of the American Association of Woodturners, Inc.  These foregoing Bylaws consist of 6 pages and Appendix A as the Bylaws of this Chapter.

Resolution
Pursuant to article IX of the by-laws, the nominating committee may, at the President’s
discretion, submit nominations to the President at any time from the date of appointment
to the committee until 48 hours prior to the nominating committee meeting. This shall be
an enduring resolution that will remain effective until rescinded.

Resolution
In the event that a quorum is not present for the election of officers at the May meeting as
prescribed in article VIII of the by-laws, the President may distribute the ballot to all
members. The members will be allowed to vote by return correspondence subject to the
following:
1. All ballots shall be returned within 14 days of initial distribution.
2. Only one response per member is allowed. The first response shall be binding.
If at least 25% of the members respond in a timely manner, the President shall declare the
election to be valid and the ballots shall be counted and results announced.
If less than 25% of the members respond in a timely manner, the President shall declare
the election void and the election will be held at the next regularly scheduled meeting.
This process shall be repeated monthly until a valid election is obtained.
This shall be an enduring resolution that will remain effective until rescinded.

Signed by Elected Officials on 2/5/2010, Updated 3/17/2013

APPENDIX A – Waiver of Liability

MidMO-WoodTurners, a special interest group of Midwest Woodworkers Association (MWA)

I agree to comply with the Bylaws and rules of the MidMO-WoodTurners Chapter, and will conduct myself in a manner that respects the safety of all members attending any function of the Chapter.

I acknowledge MidMO-WoodTurners will have programs and demonstrations of woodturning involving the use of power equipment and recognize the inherent dangers associated with  the use of any power equipment.  In the event that I am an active participant in any program or demonstration I agree to use any equipment, whether belonging to the  Chapter, myself or other members, in a responsible manner and that use of any  equipment shall be at my own risk.

I agree to hold harmless both MWA and MidMO-WoodTurners and their officers  and members of any responsibility and liability for any injuries or damage from my  presence at any meeting place of the Chapter or from my use of any of the equipment  in such meeting place.

I hereby declare that I, while attending any Chapter sponsored meeting, demonstration or other event, will not use any power equipment while under the  influence of alcohol or narcotics, and that I am not taking any medications that would  impair my ability to safely use any equipment.

It is understood that any member under the age of 18 attending any Chapter sponsored activity shall be accompanied by an adult member of MidMO-WoodTurners.

I have read and understand the MidMO-WoodTurners Bylaws and this Waiver of Liability and accept them as a condition of membership.

Appendix A will be signed by new members at time of joining chapter