Antique Reloading Tool Collector's Association bylaws
ARTICLE I
Introductory
Section 1.1. Name. The name of the Corporation is The ANTIQUE RELOADING TOOL COLLECTOR'S ASSOCIATION.Section 1.2. Statement of purposes. As provided in its Articles of Incorporation, the purposes of the Corporation are to disseminate information to its members and the public generally in regard to the construction, use, care, exchange, collection, exhibition and history of tools and associated accessories.
In furtherance thereof, the Corporation shall:
- Promote friendship for those interested in collection, possession and use of reloading tools of all types and their accessories.
- Furnish materials, information and the forum for the education, dissemination of information, and the exchange of tools, accessories, and related materials.
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Hold regular meetings and exhibition where:
- Tool Association business may be transacted.
- Members may display, exchange and examine tools and accessories.
- Establish, uphold and promote the highest ethical standard of our activities.
Section 1.4. Fiscal year. The fiscal year of the Corporation shall end on January 31st of each year, or on such other date as may be fixed by resolution of the Board of Directors.
Section 1.5. Seal. The corporate seal of the Corporation shall be a circular seal with the name of the Corporation and the state of incorporation around the border and the words "Corporate Seal" in the center.
Section 1.6. Parliamentary Authority. Robert's Rules of Order (current edition) shall govern the conduct of business in all cases in which they are applicable.
Section 1.7. Financial Statements. On an annual basis, the Board of Directors will present to the members the financial report. The Corporation's annual financial statements, balance sheets, and the statements of income and expenses will be made available for inspection by any member in good standing at any activity sponsored by the Corporation.
Section 1.8. Rules. The Board of Directors shall establish and review, from time to time, rules pertaining to safety for and at exhibits, and provide for enforcement and appropriate penalties for anyone in violation at any meeting or exhibition. The rules shall be available to all members, and all rules shall be adopted or amended upon the affirmative vote of the majority of the Directors.
ARTICLE II
Members
Section 2.1. Eligibility. Membership in the Antique Reloading Tool Collector's Association shall be open to all persons who have attained the age of 18 years, and have an interest in the collection, possession, preservation, use and study of reloading tools, accessories and their related history. Members must refrain from conduct or behavior detrimental to the welfare of this organization or its violation of the Articles of Incorporation, Bylaws, or other rules or regulations of this Corporation.Section 2.2. Life Members. In addition to regular memberships, the Board of Directors shall make life membership available for any member who has been a member in good standing of the Corporation and who meets specific criteria established by the Board. Life membership shall be for an amount to be determined from time to time by the board of Directors.
Section 2.3. Dues. Annual membership dues shall be paid by each member in the amount established from time to time by the Board of Directors. Annual dues are due and payable on January 31st of each calendar year. In the event any person has not paid his dues in full on or before the fifth month in any calendar year, such person's membership shall immediately terminate without any further action of the Board of Directors. In such event should the person desire again to become a member, he must reapply and pay another initiation fee. Any member whose dues have not been paid for the then current calendar year shall not be entitled to vote.
Section 2.4. Initiation Fee. An initiation fee shall be levied upon each member at the time of application for membership. The amount of the initiation fee shall be established from time to time by the Board of Directors. The initiation fee shall include the member's dues for the remaining portion of the calendar year.
Section 2.5. Safety. Various rules for the safety of the membership have been and will be established from time to time by the Board of Directors. The failure to comply with said rules and regulations or with any federal, state, or local laws, or the causing of a disturbance or disruption of the orderly procedure of any meeting or show, may be cause for immediate expulsion from the meeting or show by any officer of the organization. An expelled member may appeal to the President, who will then refer the matter to the Board of Directors at their next scheduled meeting.
Section 2.6. Procedure of Termination. Upon the request of any officer of the Corporation or the written request of fifteen members of the Corporation, the Board of Directors shall consider whether the membership(s) of one or more persons shall be terminated for good cause shown, including without limitation any of the causes set forth in Section 2.5, or failure to meet the membership eligibility requirements set forth in Section 2.1 hereof, or both. The member(s) whose membership may be terminated shall be given at least 30 days advance written notice of the meeting at which such request will be made, which notice shall include a brief summary of the reason for the termination prior to the termination hearing. Prior to the termination hearing, the affected member(s) shall have the opportunity to present evidence in opposition to termination. The Board of Directors shall vote upon the proposed termination(s) by secret ballot and shall inform the affected membership(s) of the results. Membership shall be immediately terminated if a majority of the disinterested Directors attending the meeting vote in favor of expulsion. The decision of the Board of Directors shall be final.
Section 2.7. Meetings. There shall be at least one meeting of the members during each calendar year. The annual meeting of the members, at which Directors shall be elected, shall be held at a time and place designated by the Board of Directors of the Corporation.
Section 2.8. Notice. Written notice of the annual meeting of the members shall be given to each member of record at least 15 days prior to the day of the meeting. Written notice shall include first class or express mail, telegram, telex, TWN, email, facsimile, and/or website; however, that bulk mail may be used if 20 days advance notice is given.
ARTICLE III
Board of Directors
Section 3.1. Authority. Subject to the rights of members under these bylaws, the affairs of the Corporation shall be under the general direction of a Board of Directors which shall administer, manage, preserve and protect the property of the Corporation.Section 3.2. Number and Eligibility. The Board of Directors shall consist of not less than 7 Directors. To be eligible to serve as a Director, the person must be a citizen of the United States, must have been a member of the Corporation for the one year immediately preceding the election, and must continue to be a member during his service as a Director. Directors shall be eligible to serve not more than two consecutive terms.
Section 3.3. Term. Each Director shall serve for a term of three years or until his successor is duly elected and takes office. The terms of the Directors shall be structured such that approximately one-third of the Directors shall be selected each year.
Section 3.4. Nomination and Election. A Nominating Committee shall be appointed by the President, consisting of not less than one member of the Board of Directors, and two members at large. The Nominating Committee shall receive requests from any member choosing to run for director, ascertain that a member nominated by another will run for office, and announce the candidates at the annual meeting. The Directors elected at the annual meeting shall take office immediately following the old business portion of the first meeting of the Board of Directors following said election.
Section 3.5. Balloting Procedures. The Nominating Committee shall provide ballot forms to the members at the annual meeting. Each member shall vote by marking and depositing the ballot at the appropriate polling station to be set up at the annual meeting for balloting purposes. Floor nominations and balloting procedures may occur per Roberts Rules of Order if so voted by the attending membership.
Section 3.6. Vacancies. Vacancies occurring on the Board of Directors by death, resignation, refusal to serve or otherwise shall be filled by the Directors entitled to vote and each Director so appointed shall serve the un-expired portion of the term and until his successor is duly elected and qualified and takes office.
Section 3.7. Compensation. No compensation shall be paid to any Director for his services as Director, but, at the discretion of the Board of Directors, Directors may be reimbursed for travel and actual expenses necessarily incurred by them in attending meetings and performing other duties on behalf of the Corporation with prior approval of the Board.
Section 3.8. Meetings. The Board of Directors shall meet at least one time a year at a date, time and place established by the President. The annual meeting of the Board of Directors shall be so held. Special meetings shall be called at any time by the Secretary upon the order of the President or at the written request of four Directors then in office and entitled to vote. At any meeting of the Board of Directors, unless changed by the majority vote of the Directors present, the order of business shall be: (a) reading of the minutes of the last preceding meeting; (b) reading of reports and statements; (c) old business; (d) election of officers and directors, when appropriate; (e) new business.
Section 3.9. Quorum. At all meetings of the Board of Directors, the presence of the lesser of four or one-half (1/2) of the Directors in office and entitled to vote, whichever is less, shall constitute a quorum. In addition to those Directors who are actually present at a meeting, Directors shall be deemed to be present at a meeting if a telephone or similar communication equipment which permits all persons participating in the meeting to hear one another at the same time is used. The act of a majority of the Directors entitled to vote at a meeting at which a quorum is present shall be the act of the Board of Directors. Notice of any such adjourned meeting shall be given to the directors who are not present at the time of adjournment.
Section 3.10. Voting. Each Director entitled to vote shall be entitled to one vote on each matter submitted to a vote of the Board of Directors.
Section 3.11. Notices. Written notice of the time and place of a meeting of the Board of Directors shall be sent to all Directors at least 15 days in advance of the date thereof. Such notice shall set forth the time and place of the meeting. For special meetings, the notice shall state the general nature of the business to be transacted. Such notice shall be sent at the direction of the Secretary or other designated officer of the Corporation and shall be delivered to each Director either personally or by mail, telegram, facsimile, or email to his or her residence or place of business as listed on the records of the Corporation. If the notice is sent by mail or telegraph or email, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail, or with a telegraph office for transmission, or at the recorded email transmission time. Notice of an adjourned meeting shall be deemed to have been announced at the time of adjournment.
Section 3.12. Waiver of Notice. Whenever any notice whatsoever is required to be given under the provisions of applicable law, and the Articles of Incorporation of this Corporation, or these Bylaws, a waiver of such notice in writing signed by the person or persons entitled to notice, whether before or after the time stated in such waiver, will be deemed equivalent to the giving of such notice. In the case of a special meeting, such waiver of notice shall specify the general nature of the business to be transacted.
Section 3.13. Conflict of Interest. The Corporation shall not be precluded from conducting business with any partnership, firm or company with which one or more Directors is associated, provided any business relationship is established and maintained on an arm's length basis and the subsequent provisions of this section 3.13 are met. The Board of Directors shall adopt a conflict of interest policy, which shall require each Director to disclose any actual or potential conflict between the Director's interests and his duty to the Corporation. Any Director deemed by the Board of Directors to be disqualified pursuant to said conflict of interest policy because of an actual or apparent conflict of interest on any matter shall not vote or use his personal influence on the matter, and shall not be counted in determining the quorum for the meeting, even when permitted by law. The minutes of the meeting shall reflect the disclosure, the abstention of voting and the effect of said abstention on the quorum.
Section 3.14. Standard of Care and Fiduciary Duty. Each Director shall stand in a fiduciary relation to his Corporation and shall perform his duties as a Director, including his duties as a member of any committee of the Board of Directors upon which he may serve, in good faith, in a manner he reasonably believes to be in the best interest of this Corporation, and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. Absent breach of fiduciary duty, lack of good faith or self-dealing, actions taken as a Director or any failure to take any action shall be presumed to be in the best interests of this Corporation. In performing his duties, each Director shall be entitled to rely in good faith on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by any of the following: (a) One or more officers or employees of this Corporation whom the Director reasonably believes to be reliable and competent in the matters presented. (b) Counsel, public accountants or other persons as to matters which the Director reasonably believes to be within the professional or expert competence of such persons; or (c) A committee of the Board of Directors of this Corporation upon which he does not serve, as to matters within its designated authority, which committee the Director reasonably believes to merit confidence.
A Director shall not be considered to be acting in good faith if he has knowledge concerning the matter in question that would cause his reliance to be unwarranted.
Section 3.15. Rules and Regulations. The Board of Directors may adopt rules and regulations not inconsistent with these Bylaws for the administration and conduct of the affairs of the Corporation and may alter, amend or repeal any such rules or regulations adopted by it. Such rules and regulations may be amended by majority vote of the Directors present and entitled to vote at a meeting of the Directors where a quorum is present.
ARTICLE IV
Officers
Section 4.1. Enumeration. The officers shall consist of a President, Vice President, Secretary, Treasurer, Web Site Coordinator, Newsletter Editor, and Director- at-Large, and such other officers and assistant officers as the Board of Directors may, from time to time, designate.Section 4.2. Term and Eligibility. Each officer shall serve for a term of three (3) years or until his successor is duly elected and takes office. Each officer must be a Director and a resident of the United States.
Section 4.3. Election. All officers shall be nominated and elected by the Board of Directors.
Section 4.4. Vacancies. Any vacancy shall be filled by the Directors entitled to vote. The president may, however, fill vacancies in the office of Secretary, Treasurer, or any other office designated by the Board of Directors for the period ending upon the date when such vacancy is filled by the Board of Directors.
Section 4.5. President. The President shall be the chief executive officer of the Corporation. He shall have authority, under the direction of the Board of Directors, to direct the work of the Corporation, to supervise the activities of all other officers and employees, and to represent the Corporation in any matter. The president may appoint such standing or special committees as may be necessary or desirable, and shall ex-officio be entitled to attend meetings of any committee and to take part in discussion, but he shall not vote, as a member of any committee. He shall preside at all meetings of the members, and of the Board of Directors, sign the records thereof, and do and perform such other duties as shall, from time to time, be required of him by the Board of Directors.
Section 4.6. Secretary. The Secretary shall make or cause to be made minutes of all meetings of the Board of Directors and membership. The Secretary shall deliver to each Director a copy of the minutes of each meeting of the Directors. The Secretary shall be responsible for the timely mailing or delivery of all notices of meetings of the Board of Directors, shall affix the corporate seal at the direction of the President, and, generally, will perform all duties incident to the office of secretary of a corporation and such other duties as may be required by law, by the Articles of Incorporation or by these Bylaws, or which may be assigned from time to time by the Board of Directors.
Section 4.7. Treasurer. The treasurer shall supervise the financial activities of the Corporation. Specifically, he shall see that: (a) full and accurate accounts of receipts and disbursements are kept: (b) a system is in place such that all monies and other valuable effects are deposited in the name and to the credit of the Corporation in such depositories as shall be designated by the Board of Directors or whenever they may require it, receive an account of the financial condition of the Corporation; and (c) an annual audit of the Corporation's books and records is performed by an auditor selected by the Board of Directors. In performing these functions, the Treasurer may rely on employees of the Corporation who possess special financial training and skills and whose employment responsibilities include management of the Corporation's financial affairs. In the absence or disability of the Treasurer, the Secretary shall perform all the duties of the Treasurer and when so acting shall have all the powers of and be subject to all the restrictions upon the Treasurer.
Section 4.8. Vice President. The Vice President shall temporarily perform the duties and exercise the authority of the President in case of the absence, death or disability of the President. The Vice President shall perform such duties as may be assigned to him by the President and the Board of Directors.
Section 4.9. Other Officers. Other officers of the Board of Directors will consist of: (a) Website Coordinator, whose responsibility will be to maintain the Association website, and update it as needed; (b) Newsletter Editor, whose responsibility will be to publish, electronically and in hard copy form, the Association Newsletter at least twice a year; and (c) Director-at-Large, whose responsibility will be to represent issues concerning members and other duties as may be assigned to him by the President and Board of Directors.
Section 4.10. Bonds. The Board of Directors may, at its discretion, require the Treasurer and any other officer to give bond in such amount and with such surety or sureties as may be satisfactory to the Board of Directors for the faithful discharge of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.
Section 4.11. Removal. The Board of Directors, by two-thirds vote of the disinterested Directors, may remove any officer for good cause including without limitation, failure to attend two meetings of the Board of Directors in any year, or failure to attend the annual meeting of two consecutive years, unless excused by the President of the Board for good cause.
ARTICLE V
Committees
Section 5.1. Committees. There may be the following standing committees: An Executive Committee and a Nominating Committee. There may also be such other standing and ad hoc committee(s) as the Board of Directors may deem advisable in the administration and conduct of the affairs of the Corporation. Such committees of the Board of Directors shall meet as necessary to accomplish their goals. The Board of Directors is authorized in its discretion to approve reimbursement for travel and actual expenses necessarily incurred by members of committees in attending committee meetings and in performing other official duties as such. Except as otherwise provided in the Bylaws, Committee chairmen and members shall be appointed annually by the President and may be reappointed to a committee for an unlimited number of terms. Any person authorized by these Bylaws to appoint the chairman or members, or both of any committee may appoint himself as chairman or member, or both. The chairman of each committee shall determine the date and place of all committee meetings. Each committee may adopt its own rules of procedure not inconsistent with these Bylaws.Section 5.2. Limitations of Power of Committees. No committee provided for in the foregoing Section 5.1 shall have any power or authority as to the following: (a) Amendment or repeal of any resolution of the Board of Directors; or (b) Action on matters committed by the Bylaws or a resolution of the Board of Directors to another Committee of the Board of Directors.
Section 5.3. Executive Committee. The Executive Committee shall consist of five officers of the Corporation. These five officers will be the President, Vice President, Secretary, Treasurer, and Director-at-Large. The President of the Corporation shall serve as the chairman of the Executive Committee. The Executive Committee may act for the Board of Directors between meetings. The Executive Committee shall meet at such times as the Chairman may call, or on petition of at least one-half the Executive Committee members. At least two weeks actual or written notice shall be given for such meetings. A quorum for conducting business at meetings of the Executive Committee shall be no fewer than three members. The chairman shall present a full report of all Executive Committee decisions to the Board of Directors at the next regularly scheduled meeting of the Board of Directors.
Section 5.4. Nominating Committee. The Nominating Committee shall operate in accordance with Section 3.4 of these Bylaws. Appointments to the Nominating Committee shall be made at least 30 days prior to the annual meeting of the members of the Corporation and shall be for a term of one year. The chairman of the Nominating Committee shall be appointed by the President.
ARTICLE VI
Personal Liability of Directors
Section 6.1. Directors' Personal Liability. A Director of the Corporation shall not be personally liable for monetary damages for any action taken, or any failure to take any action; provided, however, that this provision shall not eliminate or limit the liability of a Director to the extent that such elimination or limitation of liability is expressly prohibited by the Laws of the State of Washington, or any successor statute, as in effect at the time of the alleged action or failure to take action by such Director.Section 6.2. Preservation of Rights. Any repeal or modification of this Article VI by the Corporation shall not adversely affect any right or protection existing at the time of such repeal or modification to which any Director or former Director may be entitled under this Article VI. The rights conferred by this Article VI shall continue as to any person who has ceased to be a Director of the Corporation and shall inure the benefit of the heirs, executor and administrators of such person.
ARTICLE VII
Indemnification
Section 7.1. Mandatory Indemnification of Directors and Officers. The Corporation shall indemnify, to the fullest extent now or hereafter permitted by law, each Director or officer (including each former Director or officer) of the Corporation who was or is made a party to or a witness in or is threatened to be made a party to or a witness in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was an authorized representative of the Corporation, against all expenses (including attorneys' fees and disbursements), judgments, fines (including excise taxes and penalties) and amounts paid in settlements actually and reasonably incurred by him in connection with such action, suit or proceeding.Section 7.2. Mandatory Advancement of Expenses to Directors and Officers. The Corporation shall pay expenses (including attorneys' fees and disbursements) incurred by a Director or officer of the Corporation referred to in Section 7.1 hereof in defending or appearing as a witness in any civil or criminal action, suit or proceeding described in Section 7.1 hereof in advance of the final disposition of such action, suit or proceeding. The expenses incurred by such Director or officer shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding only upon receipt of an undertaking by or on behalf of such Director or officer to repay all amounts advanced if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as provided in Section 7.4 hereof.
Section 7.3. Permissive Indemnification and Advancement of Expenses. The Corporation may, as determined by the Board of Directors from time to time, indemnify to the fullest extent now or hereafter permitted by law, any person who was or is a party to or a witness in, or is threatened to be made a party to or a witness in, or is otherwise involved in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he is or was an authorized representative of the Corporation, both as to action in his official capacity and as to action in another capacity while holding such office or position, against all expenses (including attorneys' fees and disbursements), judgments, fines (including excise taxes and penalties), and amounts paid in settlement actually and reasonably incurred by him in conjunction with such action, suit or proceeding. The Corporation may, as determined by the Board of Directors from time to time, pay expenses incurred by any such person by reason of his participation in an action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as provided in Section 7.4 hereof.
Section 7.4. Scope of Indemnification. Indemnification under this Article shall not be made by the Corporation in any case where a court determines that the alleged act of failure to act giving rise to the claim for indemnification is expressly prohibited by the laws of the State of Washington or any successor statute as in effect at the time of such alleged action or failure or take action.
Section 7.5. Miscellaneous. Each Director and officer of the Corporation shall be deemed to act in such capacity in reliance upon such rights of indemnification and advancement of expenses as are provided in this Article. The rights of indemnification and advancement of expenses provided by this Article shall not be deemed exclusive of any other rights to which any person seeking indemnification advancement of expenses may be entitled under any agreement, vote of disinterested directors, statute or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office or position, and shall continue as to a person who has ceased to be an authorized representative of the Corporation and shall inure to the benefit of the heirs, executors and administrators of such person. Indemnification and advancement of expenses under this article shall be provided whether or not the indemnified liability arises or arose from any threatened, pending or completed action by or in the right of the Corporation. Any repeal or modification of this Article by the members or the Board of Directors of the Corporation shall not adversely affect any right or protection existing at the time of such appeal or modification to which any person may be entitled under this Article.
Section 7.6. Definition of Authorized Representative. For the purposes of the Article, the term "authorized representative" shall mean a director, trustee, officer, employee or agent of the Corporation or of any corporation controlled by the Corporation, or a trustee, custodian, administrator, committeeman or fiduciary of any employee benefit plan established and maintained by the Corporation or by any corporation controlled by the Corporation, or person serving another corporation, partnership, joint venture, trust or other enterprise in any of the foregoing capacities at the request of the Corporation. The term "authorized representative" shall not include money managers or investment advisors (or any employees thereof) hired by the Corporation.
ARTICLE VIII
Bylaw Amendments
Section 8.1. Authority. Subject to the statutory rights of members to approve certain categories of amendments, these Bylaws may be altered, amended or repealed from time to time by the affirmative vote of a majority of the Directors entitled to vote and a majority vote of the members at the same or next meeting.Section 8.2. Notice. The Directors of the Corporation shall be given at least 30 days prior written notice of any Board of Directors meeting at which proposed changes to the Bylaws of the Corporation are to be considered or acted upon. Such written notice shall identify the specific sections of the Bylaws which are under consideration and the proposed changes thereto.
THESE BYLAWS WERE READ, APPROVED AND ADOPTED BY THE BOARD OF DIRECTORS ON THE 18TH DAY OF MAY, 2002.
(signed)
Tom Quigley
Gary Roedl