Home Craftsmen Forum
Corporate Bylaws

Home Craftsmen Forum members voted at the regular May 2004 business meeting to convert the organization to an educational & charitable corporation. Toward that end, the membership also approved new bylaws as listed below. These bylaws reflect a proposal ratified at that meeting, to stagger the election of the directors. 

(Our advisors anticipate completing the conversion to corporate status by year-end, 2004.)

 

Home Craftsmen Forum, Inc. (A Non-Profit Corporation)   Bylaws May, 16 2004   ARTICLE I Name The name of this non-profit corporation shall be Home Craftsmen Forum, Inc. The official acronym shall be "HCF" and hereinafter referred to as the Forum. ARTICLE II Purposes and Objectives   The Home Craftsmen Forum, Inc. is organized exclusively for Charitable and Educational purposes within the meaning of section 501(c) (3) of the Internal Revenue Code. The mission of the HCF is to educate people interested in woodworking and other crafts by the presentation of educational programs and demonstrations of interest to them. The Forum shall also engage in charitable activities such as making toys or other items for the disadvantaged in the community No part of the net earnings of the Forum shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the HCF shall be authorized and empowered to reimburse all reasonable costs incurred by HCF members for approved out-of-pocket costs and services rendered in response to a request by an officer or board member. Notwithstanding any other provisions of these articles, the Forum 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 of 1954 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under section 170(c) (2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law). ARTICLE III Membership Section 1 Members: Membership shall be open to any person, family or corporation interested in woodworking and related crafts. A new member shall complete a member information form provided by HCF, accompanied by payment of one year's dues, to the president, secretary or the treasurer of HCF. Regular, Corporate and family members joining after July 1st of any year shall have their dues prorated to one half the regular amount. Dues are non-refundable. Section 2 Categories of Membership: There shall be the following categories of membership in the Forum: (a) A Regular member is any person interested in woodworking and related crafts as a profession, avocation, hobby, or is generally interested in woodworking. (b) A family/household member is all people living together in a household interested in woodworking and related crafts as a profession, avocation, hobby, or is generally interested in woodworking. (c) A Corporate Membership is any business or corporation interested in woodworking and related crafts as a profession, avocation, or is generally interested in woodworking. A corporate membership shall designate one person to represent the corporate membership. (d) A Contributory member shall be recognized if they pay the annual dues for either a, Supporter Member, Sponsor Member, or Patron Member. The Board of Directors shall determine the Contributory member dues. ARTICLE IV Calendar Year HCF shall maintain its books and records on a calendar year. ARTICLE V Dues Section 1 Annual Dues: The Board of Directors shall recommend at the annual meeting the amount of initiation fee, if any, and annual dues payable. The annual dues shall be approved by a majority vote at the annual meeting. Section 2 Payment of Dues: Renewal Dues shall be payable no later than the last day of February. Section 3 Default and Termination of Membership: When any member shall be in default in the payment of dues for a period of one month from period of which such dues become payable, his or her membership will thereupon be terminated. Section 4 Waiver of Annual dues: The Board of Directors can grant a waiver to a member for the payment of dues for hardship, sickness, providing services to the HCF, or any other reason the board believes warrants a waiver of dues for the year. A waiver of dues can be renewed if approved by the Board The Board cannot waive the annual dues for anyone who is serving on the Board. ARTICLE VI Meetings Section 1 Monthly meetings of HCF shall be held on the third Wednesday of the month at 7:00 p.m.. Meetings may be held on a different day in order to meet unusual program or meeting place schedules. Section 2 Annual Meetings: Membership meetings shall be held at least once each year at the October Monthly Meeting unless a notice of a different meeting time and place shall be published in the HCF’s Newsletter and mailed or e-mailed not less than twenty (20) days before the time of the meeting. All notices of meetings shall set forth the time, date, place and purposes of the meeting. Section 3 Special Meetings: A Special Meeting is when the membership needs to vote on a matter. Special meetings may be called by the Board of Directors. The Board of Directors shall call a special meeting upon written request of 20% of the HCF’s Membership to consider a specific subject. Notice of a special meeting shall be published in the HCF’s Newsletter, at least 20 days prior to the date of the special meeting. The notice will show the time and place of the meeting and will include a proposed agenda. Section 4 Quorum: The presence in person or by proxy of 25% of members of HCF membership entitled to vote shall be necessary to constitute a quorum for the transaction of business. Section 5 Voting: All categories of paid memberships are entitled to vote. Each membership shall be entitled to only one vote. Each family membership shall be entitled to only one vote despite the number of individuals in the family and household. The Corporate membership shall have one person designated for voting. If the manner of deciding any question has not been otherwise prescribed, it shall be decided by a majority vote of the members present in person or by proxy, assuming that a quorum is in attendance. Section 6 Proxies: Every member of HCF entitled to vote at any meeting thereof may vote in proxy. A proxy shall be in writing and revocable at the pleasure of the member executing it. Unless the duration of the proxy is specified, it shall be invalid after eleven months from the date of its execution. ARTICLE VII Board of Directors Section 1 Number of Directors: The Board of Directors shall consist of at least 9 Directors, which include the 5 Officers, the past president and at least 3 other members as Directors-at-Large. The Board of Directors shall recommend the number of Directors for each year, which shall be voted on at the annual membership meeting. All directors and officers shall be members in good standing of HCF.   Section 2 Election of Directors-at-Large and Terms of Office: The Directors-at-Large shall be elected at the Annual Meeting of the Forum and shall serve for terms of three years starting in January. The Directors-at-Large shall serve staggered terms electing one new Director-at-Large each year. Newly elected directors shall participate in the November and December Board of Director meetings as non-voting Directors to become familiar with HCF affairs until their term begins. Section 3 Duties of Directors: The property, affairs, activities and concerns of HCF shall be vested in a Board of Directors. This Board of Directors shall be charged with the responsibility of the day-to-day operation of the Forum and the prudent conduct of its business. The Board of Directors may: 1. Hold Board meetings at such times and places as it chooses. 2. Print and circulate documents and publish the HCF’s Newsletter. 3. Oversee the charitable activities including the Toy Project. 4. Communicate with other organizations interested in woodworking. 5. Employ agents. 6. Devise and execute such other measures as it deems proper to promote objectives of HCF. Section 4 Meetings of the Board: The Board of Directors shall hold a regular monthly meeting. The President shall determine the time, place and agenda. Special Meetings of the Board: The president may, when he/she deems necessary, or the secretary shall, at the request in writing of three (3) members of the Board, issue a call for a special meeting of the Board, at least ten days before the time appointed for the meeting. The Board shall have the option of conducting meetings by mail or email, all decisions to be made by written ballot. Ballots must state the matters to be considered and must be returned to the secretary within twenty (20) days after being mailed to the last recorded address of each board member. All notices of meetings shall include the time and place of the meeting along with a proposed agenda. Section 5 Quorum: Five (5) members of the Board of Directors shall constitute a quorum for the transaction of business. In the absence of the president and vice-president, the quorum present may choose a chairman for the meeting. If a quorum is not present, a lesser number may adjourn the meeting to a later date, not more than ten (10) days later. Decisions by mailed or e-mailed ballot require an affirmative vote of at least six (6) members. Section 6 Absence: Should any member of the Board of Directors be absent unreasonably from three consecutive meetings of the Board without sending a communication to the president or secretary stating his or her reason for they absents, or if his or her excuse should not be accepted by the members of the Board, his or her seat on the Board may be declared vacant, and will be filled under the provisions of Section 7 below. Section 7 Vacancies: Whenever any vacancy occurs on the Board of Directors by death, resignation or otherwise, it shall be filled without undue delay by a majority vote by ballot of the remaining members of the Board at a regular meeting or at a special meeting which shall be called for the purpose. The election shall be held within sixty days after the occurrence of the vacancy. The person so chosen shall hold office for the remainder of the term of the director he/she replaces. Section 8 Removal of Directors: Any one or more of the directors may be removed either with or without cause, at any time, by a vote of two-thirds of the members present at any Special Meeting called for that purpose. ARTICLE VIII Officers Section 1 Number: The HCF officers shall consist of a president, a vice-president of educational programming, a vice-president of charitable activities (Toy Chairperson), a secretary and a treasurer. These officers shall serve on and be included in the Board of Directors. No person shall at the same time, hold more than one office. Section 2 Method Election: The Officers shall be elected at the annual meeting of HCF and shall serve for terms of two year starting in January. The terms of the officers shall be staggered with the president and Vice President of Educational Programming being elected together in the same year and the Vice President of Charitable Activities, Secretary, and Treasurer being elected together in intervening years. Section 3 Duties of Officers: The duties and powers of the officers of the Forum shall be as follows: President The president shall preside at the meetings of the Forum and of the Board of Directors and shall be a member ex officio, with right to vote, of all committees except the nominating committee. He or she shall also, at the annual meeting of HCF and such other times as he or she deems proper, communicate to HCF or to the Board of Directors such matters and make such suggestions as may in his or her opinion tend to promote the prosperity and welfare and increase the usefulness of HCF and shall perform such other duties as are necessarily incident to the office of the president. The president shall have the authority to make committee appointments. Vice President of Educational Programming In the case of the death or the absence of the president, or of his or her inability from any cause to act, the vice president, shall perform the duties of the office of the president. Vice President of Educational Programming shall also chair the program committee and generally be responsible for all educational programming and events. Vice President of Charitable Activities The Vice President of Charitable Activities shall chair the charitable activities committee and generally be responsible for all charitable activities and toy projects of the HCF. Secretary It shall be the duty of the secretary or his or her designated representative to record the minutes for the HCF’s monthly meetings and the Board of Directors meetings, give notice to members of any meeting that require notice, be responsible to see that the monthly NEWSLETTER is mailed or E-mailed to all active members, be responsible to see that HCF’s web page is maintained, and publish notices for the public of the HCF’s activities. The secretary shall conduct all correspondence of the Forum and annually prepare a summary of the Board of Directors meetings and other important HCF events during the year, and generally devote his or her best efforts to forwarding the business and advancing the interests of HCF. In case of absence or disability of the secretary, the President may appoint a secretary pro tem. Treasurer The treasurer shall keep an account of all monies received and expended for the use of HCF and shall make disbursements only upon vouchers approved in writing by any officer other than himself or herself. He or she shall deposit all sums received in a bank, or banks, or trust company approved by the Board of Directors, and make a report at the annual meeting or when called upon by the president. The funds, books and vouchers in his or her hands shall at all times be under the supervision of the Board of Directors and subject to its inspection and control. At the expiration of his or her term of office, he or she shall prepare an income and expense report for the prior year, deliver over to the successor all books, monies and other properties, or in the absence of a treasurer-elect, to the president. The treasurer collects annual dues and maintains a membership database, and provide the secretary or other officers with the names and addresses of members when requested. In the case of absence or disability of the treasurer, the President may appoint a treasurer pro tem. Section 4 Bond: Funds may be drawn only upon the signature of the treasurer. If the treasurer is unavailable, the president or such other officers as approved by the Board can sign to disburse funds. The Board of Directors may require that the treasurer or any other authorized signature to give a surety bond in an amount to be determined by the Board of Directors. A validated copy of the surety bond shall be presented to the Board of Directors prior to assuming the handling of the assets and specifically his or her signing of any checks. If required, the HCF shall pay the cost of the surety bond. Section 5 Vacancies: All vacancies in any office shall be filled by the Board of Directors without undue delay, at any regular meeting, or at a meeting specifically called for that purpose. Section 6 Compensation of Officers and Directors: The officers and directors shall receive no salary or compensation.           ARTICLE IX Committees Section 1 Nominating committee: The President shall appoint in May of each year, a nominating committee consisting of members in good standing. The nominating committee will offer its nominations for officers and directors at the regular September monthly meeting of the Forum. At the Annual meeting, additional nominations of members who have agreed to serve if elected may be made from the floor. Section 2 The Program Committee: Shall consist of the Vice President of Educational Programming and two or more members, all of who are appointed by the Vice President of Educational Programming. The committee will be responsible for arranging for a program and meeting place each regular Forum monthly meeting, see that all necessary equipment (tools, video, audio, etc.) and any thing else needed is ready for the meeting. The committee shall also be in charge of any other educational programs or field trips sponsored by the HCF. Section 3 Charitable Activities Committee: Shall consist of the Vice President of Charitable Activities and two or more members, all of who are appointed by the Vice President of Charitable Activities. The committee shall also include shop hosts, members that open their shop up to other member on a regular basis to do charitable projects. The committee shall be in charge of all charitable activities of the Forum, deciding what activities should be done, and what individuals or organizations should receive items made by the Forum. Also the committee shall be responsible for all materials received and see that donated materials or funds are properly used for charitable proposes. Section 4 Other Committees: From time to time, the president shall appoint a chairperson for committees as needed, including but not limited to, the publications, library, refreshments, and membership. The chairperson shall appoint members to their committees. The members and chairperson of such committees shall hold office until the appointment of their successors. Section 5 Special Committees: The president may, at any time, appoint other committees on any subject for which there are no standing committees. Section 6 Committee Vacancies: The various committees shall have the power to fill vacancies in their membership.   ARTICLE X Amendments These by-laws may be amended, repealed or altered in all or in part by majority vote at any duly organized meeting of the HCF or by mailed ballot. Notice of the proposed change shall be mailed or e-mailed to the last recorded address of each member at least twenty days before the time of the meeting, which is to consider the change. ARTICLE XI Indemnification Each person who has been, now is or shall hereafter be a member of the Board of Directors, an officer or committee member of the Forum shall be indemnified by the Forum to the extent of its treasury funds and as permitted by law against all expenses reasonably incurred by him or her in connection with any action, suit, proceedings or the settlement or compromise thereof, or payment of any judgment or fine resulting there from in which he or she may become involved by reason of any action taken or omitted by him or her provided that such action was taken or omitted in good faith for the Forum.                   ARTICLE XII Dissolution By two-thirds vote of all the members of the Forum, the Forum may be dissolved. Upon the dissolution of the Forum, the Board of Directors shall, after paying or making provisions for the payment of all liabilities of the Forum, dispose of all assets of the Forum exclusively for the purposes of the Forum in such manner or to such organization or organizations organized and operated exclusively for Charitable and Educational purposes as shall at the time qualify as an exempt organization or organizations under section 501(c) (3) of the Internal Revenue Code (or the corresponding provision of any future United States Revenue Law), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by an order of the proper court, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes. In no event shall the assets of the Forum be distributed to or inured to the benefit of any individual member. ARTICLE XIII Rules of Order The meetings of this Forum shall be conducted in accordance with Robert's Rules of Order. ARTICLE XIV Notice Any notice that is required to be mailed to the membership or a member can be delivered electronically by e-mail. A member’s e-mail address shall be the address used for notices unless the member has requested notices be sent by regular mail.