BYLAWS OF THE GUILD OF METALSMITHS as adopted at a Board of Directors and General membership meeting December 13, 1978 for enactment in 1979, then as amended on August 8, 1990, and then as adopted on February 13, 2008 for enactment immediately.
The official name of the organization shall be The Guild of Metalsmiths. The acronym shall be “TGoM.”
Purpose and Objective
The Guild of Metalsmiths is organized solely for educational purposes and preserving the historical traditions of the metalsmith’s craft. The organization is strictly limited to purposes which qualify it as an exempt organization under section 501(c) (3) of the Internal Revenue Code. The education of the members and the general public is accomplished in a variety of ways. Some of these are workshops, publications, conferences, lectures, and demonstrations sponsored by TGoM or another organization. These activities promote the exchange of information and knowledge needed to preserve the metalsmith’s art and support high standards of craftsmanship.
Membership is open to anyone accepting the purpose and bylaws of TGoM and paying the annual dues. A strong organization is composed of members who are actively involved. They give back to the organization as well as receive from it. All members are encouraged to contribute of themselves on at least one occasion a year. This includes but is not limited to being an officer or board member, serving on a committee, helping plan an event, setting up a demonstration site, leading or helping teach a class, or contributing to the publications.
The fiscal year of TGoM shall begin on the first day of January and end on the last day of December in each year.
The Board of Directors sets the amount of annual dues. Membership begins at the time that dues are paid, and membership is renewed annually during the quarter in which the original dues were paid. Membership includes all members of one immediate family. Membership may be terminated for non-payment of dues, effective ninety (90) days from the due date.
The property of TGoM is irrevocably dedicated to charitable purposes: no part of the net income assets of TGoM shall ever inure to the benefit of any director, officer, or member thereof or to the benefit of any private persons. Upon the dissolution of TGoM, all assets remaining after payment or provision for payment of all debts and liabilities of TGoM shall be distributed to a nonprofit fund, foundation, or corporation which has established its tax status under section 501(c)(3) of the Internal Revenue Code.
Guild membership meetings shall be held six times each year. Meetings are scheduled for the second Wednesday evening of the months of February, April, June, August, October, and December. If there is a conflict with these dates, the meeting will be changed to a date as close to the scheduled date as practical. The date, location, and time shall be determined by the board or their delegates. When board business requires discussion and/or a vote from the membership, that meeting or portion of that meeting shall be conducted adhering to “Roberts Rules of Order.” For major issues, voting shall be by a majority vote of members present. For the purpose of voting, all members present at the meeting are entitled to vote.
Board of Directors
The Board of Directors of TGoM shall consist of seven (7) members elected from the membership. Three directors shall be elected to begin serving in even numbered years. Four directors shall be elected to begin serving in odd numbered years. The members of the board shall, upon election, proceed with performance of their duties and continue in office for a period of two years. Successors shall assume their duties within thirty (30) days after the election.
The business, property, and affairs of TGoM shall be managed by a Board of Directors that has the power to:
- Initiate and approve plans and events for the welfare of TGoM members.
- Print and circulate documents and publish publications supporting the purposes and objectives of the organization.
- Communicate with other organizations interested in metalsmithing.
- Engage, consult with, and contract for services.
- Adopt the annual budget.
- Raise and disburse funds.
- Set the amount of annual dues.
- Determine policy as required.
- Devise and execute such other measures as it deems proper to promote the objectives of TGoM, and to best protect the interest and welfare of TGoM and its members.
A simple majority of the Board of Directors must be present to constitute a quorum. 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, no more than thirty (30) days later.
Each director shall have one vote at all meetings of the Board of Directors, except when a director has a conflict of interest. Motions require a simple majority vote of all directors present. Only the officer presiding at a Board of Directors meeting shall have a vote, and then only if needed to break a tie.
Whenever a vacancy occurs on the Board of Directors, that vacancy shall be filled without undue delay. The president of TGoM shall nominate a TGoM member to fill the board vacancy. This shall require the approval of a majority of the remaining board. The appointee shall fill the vacancy until the expiration of the term of the replaced director.
Removal of Directors:
Directors may be removed by a two-thirds (2/3) majority of votes cast by the Board of Directors at a regular meeting, or a special meeting called for this purpose. A separate vote is required for each director sought to be removed. During the term of election, a board member may be removed for any of the following reasons:
- Failure to attend three (3) board meetings unless excused by the board.
- Expulsion for a charge of misconduct. Such expulsion shall be made only upon a majority vote of the full board.
Regular Meetings of the Board:
There shall be a minimum of six (6) board meetings each year. Regular board meetings shall normally be held in months in which no regular general membership meeting is held. All board meetings shall be open to any member except when the board has moved, during an open meeting, to go into executive session.
Emergency Meetings of the Board:
The board may conduct emergency business at the call of the president or of one-third (1/3) of the members of the board. An emergency meeting may be conducted via telephone, electronic mail, or in person. Any actions taken must be ratified at the next regular board meeting.
The officers of TGoM shall include a president, vice-president, recording secretary, and treasurer, who shall be elected by the membership at the December meeting for a one-year term.
Duties of Officers
- PRESIDENT: Shall preside at all membership meetings of TGoM and the Board of Directors, is ex-officio member of all committees with vote, shall communicate TGoM activities to the Board of Directors and TGoM members.
- VICE-PRESIDENT: Shall act in the absence of the president.
- TREASURER: Shall maintain current TGoM roster, have custody of all monies deposited in bank, maintain financial records, and provide annual report to the members or when requested by the Board of Directors.
- RECORDING SECRETARY: Shall maintain records of all TGoM board and membership meetings, and have records available by request.
- HISTORIAN: Shall be appointed by and shall serve at the discretion of the Board of Directors. The historian shall keep guild photographs, a set of archives of “The Metalsmith,” “The Forum” and published articles, clippings, etc., pertaining to TGoM and its membership.
- MEDIA STAFF: The editors of “The Metalsmith” and “The Forum,” the webmaster, and the book and video librarian shall be appointed by and shall serve at the discretion of the Board of Directors.
At least three (3) months before the end of the fiscal year, the president shall appoint a nominating committee which shall prepare a list of candidates of officers for one (1) year terms and of Board of Directors for two (2) year terms. The nominating committee may nominate more than one (1) candidate for each office and more candidates than there are vacancies for the Board of Directors.
For this committee the president shall secure the services of three (3) members well acquainted with activities of TGoM. Any member may furnish additional names of qualified persons for directorship to the nominating committee for consideration at any time before the committee renders its report.
Election of Directors and Officers
Nominations from the floor shall be accepted at the time of the elections. Elections shall proceed by ballot, and those filled ballots shall be collected and counted by the recording secretary with the aid of the nominating committee. The elected officers and directors shall be those with the highest vote counts. The results shall be announced at the meeting and shall also appear in the next TGoM publications.
Succession of Officers
The order of succession to the office of president shall be: vice-president, recording secretary, and treasurer. Other vacancies are to be filled by a majority vote of the Board of Directors in consultation with the remaining officers.
These bylaws may be amended, repealed, or altered in all or in part by a vote of the majority of the members present at a membership meeting of TGoM. The proposed changes shall be mailed to the last recorded address of each membership at least fifteen (15) days before the date of the meeting to consider the change.