By-Laws

MAGNOLIA WOODTURNERS, INC.

 An Affiliate of American Association of Woodturners, Inc.

                                                                   A Nonprofit Corporation

Article I - Organization and Location

The Magnolia Woodturners. Inc. is organized as a forum for individuals interested in woodtuming and was chartered July 20, 1996. The primary purpose of the Magnolia Woodturners. Inc.. is consistent with the fundamental purposes of the American Association of Woodturners. Inc.  .. "to provide information, education, and organization to those interested in turning wood". The membership will be drawn from, but is not limited to, the State of Mississippi.

Article II - Office

The principle office of this organization will be located with the official location of the current Secretary. All correspondence should be addressed through the Secretary at  ( none  at the present), MS ( zip)

Article III - Relation of the Organization to the Corporate Organization

General Members of the Magnolia Woodturners. Inc. are encouraged to be members in good standing of the American Association of Woodturners, me.

While it is understood that the American Association of Woodturners. Inc. will provide advice and counsel, as requested, the nature and extent of the activities of the Magnolia Woodturners, Inc.  left to the discretion of the members of Magnolia Woodturners, Inc. Demonstrations, while part of the normal activities of Magnolia Woodturners. Inc. are to be conducted solely at the discretion of the executive committee of the Magnolia Woodturners. Inc. and all safety and instruction are to be under the explicit direction and control of the Executive Committee. As recommended by the American Association of Woodturners, Inc.. Notice will be given to participants during any demonstration where woodturning equipment is used, that safety eye protection must be worn and that woodtuming equipment is potentially dangerous.

Article IV - Purposes

In addition to the primary purposes, as stated in Article I, the other purposes of the

Magnolia Woodturners, Inc. will be to:

  1. Provide a meeting location for woodturners.
  2. Share ideas regarding woodtuming, including lathes, tools, turning materials, turning techniques and design of turned objects.
  3. Exchange wood and other woodturning materials.
  4. Inform members about activities of interest to woodturners.
  5. Promote woodturning as an art form and craft.                               

 

Article V- Membership and Fees

General Member - Paid up members in. good standing of both Magnolia Woodturners, Inc. and the American Association of Woodturners,  Only General Members may vote in elections or conduct demonstrations on behalf of Magnolia Woodturners, Inc.

New Member - All persons joining the Magnolia Woodturners. Inc. may elect to become General Members by joining the American Association of Woodturners. Inc. or individuals will be classed as New Members during the balance of the year.  Annual dues will not be prorated over the months remaining in the year the person becomes a member. New Members will be non-voting members until he/she becomes a member in good standing of the American Association of Woodturners, Inc .  Following the first year of membership, New Members must become General Members or Associate Members.

Student Members - Students between the ages of 14-17. Student Members must be accompanied to meetings and activities by a parent or guardian. The student membership fee will be determined by the Executive Committee at a level to minimally recover the costs associated with mailings and activity promotions. Student Members will be non-voting members.

Associate Members - Individuals who, due to distance or health, cannot fully participate in activities may become Associate Members. The Executive Committee will determine the membership fees. Associate Members will be non-voting members.

Membership Fees - The fees for membership in the Magnolia Woodturners, Inc. will be set to encourage membership in the American Association of Woodturners. Inc. and will be reported to the membership by the Secretary in the September edition of the newsletter. Fees will be payable at the beginning of the calendar year. Fees for New Members are payable upon joining.

Article VI – Meetings

The Magnolia Woodturners, Inc. will meet a minimum of six times per year. The meeting dates and locations are to be determined by the Executive Committee. Notice of meeting dates, location, and content will be announced in a newsletter.

Article VII - Officers

A.   Officers and Terms: The officers of the Magnolia Woodturners, Inc.  shall be President, Vice President, Secretary, and Treasurer.  Officers shall be elected for a term of one year.  Officers shall serve no more than two consecutive years in the same office. General Members with a willingness to serve are eligible to seek these offices. Officers shall be elected by a majority affirmative vote of those General Members casting ballots at a scheduled meeting when elections have been announced at the preceding meeting and through an advance mailing to the membership. No member shall serve more than two (2) consecutive years as President.

The outgoing President will automatically assume the office of Past President upon election of a new president.

B.   Executive Committee: The executive committee shall be made up of the  President, Vice President, Secretary, Treasurer, and Past President.

C.   Non-elected Positions: The President is empowered to create any temporary position deemed necessary. The President, with the advise and consent of the Executive Committee, may appoint members to temporary positions for a term to be determined by the President to serve solely at the pleasure of the President. The President is empowered to remove, replace and/or terminate temporary positions without notice or discussion by the membership or the Executive Committee.

D.   Removal: The membership may remove any elected officer when it is deemed that the best interests of the Magnolia Woodturners, Inc. would be served by such removal. Removal will be accomplished by a majority affirmative vote of General Members of record. The vote shall be announced at a regularly scheduled meeting and through a mailing from the Executive Committee. Voting will be made either by secret ballot at a regularly scheduled meeting or through mailed ballots.

E.   Vacancies: The Executive Committee may appoint a qualified General Member to a vacant office, or may call for an election. An election will be decided by a majority affirmative vote.

F.   President: The President shall be the principle executive officer. The duties of President include, but are not limited to, the following:

1.   Supervision and control of the business and affairs of the Magnolia  Woodturners. Inc.     

2.  Conduct meetings.

 

G. Vice President: In the absence of the President, or in the event of the President's death, inability to serve, or refusal to act, the Vice President shall perform the duties of the President.  When so acting, the Vice President shall have all the responsibilities, duties, and powers of the President and be subject to all the restrictions upon the President. The Vice-President shall perform such other duties as may be assigned by the President.

H.  Secretary: The Secretary shall keep the minutes of the meetings, see that all notices are duly  given to members in accordance with the provisions of these By-laws, and as required by the  American Association of Woodturners. Inc..   Be responsible for sending a copy of the minutes of each meeting to the Administrative Office of the American Association of Woodturners. Inc. and maintain the official records. The Secretary will maintain the official mailing list and phone listincluding, but is not limited to, all members in good standing of all membership categories and thoserequired by the American Association of Woodturners, Inc.    In general, the Secretary will perform  all duties incident to the office of Secretary and such other duties as may be assigned by the President.

I.   Treasurer: The Treasurer shall collect all membership fees and other monies. The Treasurer will be responsible for maintaining current and accurate records of all monies and assets. A financial statement will be published at least once a year in the September newsletter. The Treasurer will maintain a current list of members in good standing of all membership categories. In general, the Treasurer will perform all duties incident to the office of Treasurer and such other duties as may be assigned by the President.

J.   Past President: The Past President shall serve in an advisor capacity to the President and other elected officers. The Past President may perform such other duties as may be requested by the President.

Article VIII - Nomination of Officers

Prior to the holding of elections, the President shall appoint, with the advise and consent of the Executive Committee, General Members to a Nominating Committee which shall select a slate of candidates for each office (except Past President) and present the slate of candidates to the members. The nominating committee will assure, to the extent possible, the qualifications of each candidate and the willingness of the candidate to serve if elected. Members in good standing may propose members for consideration by the nominating committee.

Article IX - Indebtedness

The American Association of Woodturners. Inc. must be notified in writing prior to the incurring of indebtedness by the Magnolia Woodturners. Inc. All functions of the Magnolia Woodturners, Inc. are on a cash basis. The Magnolia Woodturners, Inc. may not incur any debt through the actions of the officers or members of the American Association of Woodturners, Inc.

Article X - Disclaimers: Fiscal and Legal

The American Association of Woodturners. Inc. specifically dissociates itself from. any debts, obligations or encumbrances of the Magnolia Woodturners. Inc.  The Board of Directors of the American Association of Woodturners. Inc. is not responsible for the debts nor cash flow nor shares in assets of the Magnolia Woodturners, Inc. The Magnolia Woodturners. Inc. specifically dissociates itself from any debts, obligations or encumbrances of the American Association of Woodturners, Inc. The Executive Committee of the Magnolia Woodturners, Inc. and the membership of the Magnolia Woodturners, Inc. are not responsible for the debts nor cash flow nor shares in assets of the American Association of Woodturners, Inc. or the Board of Directors of the American Association of Woodturners. Inc.

Neither the Magnolia Woodturners, Inc. nor the American Association of Woodturners, Inc. shoulders any legal liability for accidents that occur during events of any kind sponsored or not sponsored by either organization.

Article XI - Insurance

The Magnolia Woodturners. Inc. will purchase insurance available through and required by the American Association of Woodturners. Inc.  All demonstrators from the Magnolia Woodturners, Inc. must be General Members to be covered by insurance. Demonstrators that are not members of the Magnolia Woodturners. Inc. must be members in good standing of the American Association of Woodturners. Inc.

Article XII - Amendments

These By-laws may be altered, amended, or repealed and new By-laws may be adopted by a vote of a simple majority of the qualified. General Members of the Magnolia Woodturners. Inc. casting ballots. Proposed changes to the By-laws will be 

announced at the preceding meeting and through an advanced mailing to the membership. Copies of all modification to these By-laws must be filed with Administrative Office of the American Association of Woodturners. Inc.

Article XIII - Member Notifications

Annually, in the September edition of the newsletter, the membership will be notified of the following information:

1.  The name, address, and phone number of the elected officers.

2.  The primary and correspondence mailing address of the Magnolia Woodturners. Inc.

3.  The membership fee structure.

4.  The financial status of the Magnolia Woodturners, Inc.

Article XIV - Trustees

A.   Trustees: The President, Vice-President, and Past-President shall serve as Trustees of the Magnolia Woodturners. Inc.

B.   Term: The term of Trustee will run concurrent with the term of elected office.

C.   Responsibilities: The Trustees will have responsibility for real property owned  by the Magnolia Woodturners. Inc. to include, but is not limited to, receipt, disposition, maintenance, storage, and those other matters which may be necessary to keep the property in proper operating condition.

D.   Removal: The membership may remove any Trustee when it is deemed that the best interests of the Magnolia Woodturners, Inc. would be served by such removal. Removal will be accomplished by removal from office as specified in the  by-laws. A removal from the office of President, Vice-president, or Past President will automatically include removal as a Trustee.

E.   Vacancies: The Executive Committee may appoint any elected officer as Trustee until the vacancy is filled by an election of officers which serve in this position.

F.   Resignation: A resignation of a Trustee shall take effect immediately upon receipt by the Executive Committee, unless some other effective date is specified in the resignation.

G.   Regular Meetings: A regular meeting of the Trustees will be held immediately following the regular meeting of members where new officers are elected or the result of an election of officers is announced. The holding of the regular meeting will constitute notice of the Trustees' meeting. Other regular meetings of the Trustees can be held at such times and places as may be fixed by the Trustees.

H.   Special Meetings: Special Meetings of the Trustees may be held at any time upon call by the President or any two Trustees.  Notification of special meetings must be delivered to the Trustee by phone, mail, or telegram at least forty-eight hours before the meeting.  Meetings may be held at any place designated in the notice of the meeting.

I.  Voting: A quorum must be present. All actions taken by the Trustees shall require a majority vote of the Trustees. 

Article XV - Books and Records

The books and records of the Magnolia Woodturners, Inc. shall be available to any member or to any other person for review with the consent of the majority of the Executive Committee. 

Article XVI – Indemnification

The Magnolia Woodturners. Inc. may indemnify any officer, trustee, or member who is a part or threatened to be a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the Magnolia Woodturners, Inc.   by reason of the fact that the individual is or was a trustee, officer, employee, member, or agent of the Magnolia Woodturners. Inc.  or is or was serving at the request of the Magnolia Woodturners. Inc. against expenses, including reasonable attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the individual in connection with such action, suit or proceeding if the individual acted in good faith and in a manner the individual reasonable believed to be in or not opposed to the best interests of the Magnolia Woodturners. Inc.  and with respect to any criminal proceedings, if the individual had no reasonable cause to believe that the conduct was unlawful.

Article XVII - Nonprofit Status

The Magnolia Woodturners. Inc. is a nonprofit corporation in the State of Mississippi. The purposes for which the Magnolia Woodturners. Inc. is organized are exclusively religious, charitable, scientific, literary, and educational within the meaning of Section 501 (c) (3) of the Internal Revenue Code of 1' 986 or the corresponding provision of any future United States Internal Revenue law.

Notwithstanding any other provision of these articles, this organization shall not carry on any activities not permitted to be carried on by an organization exempt from Federal income tax under Section 501 (c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue law.

In the event of dissolution, the residual assets of the organization will be turned over to one or more organizations which themselves are exempt as organizations described in Section 501 (c)(3) and 170 (c)(2) of the Internal Revenue Code of 1986 or corresponding sections of any prior or future Internal Revenue Code, or to the Federal, State, or local government for exclusive public purpose.