ARTICLE I | NAME AND LOCATION
The name of this corporation shall be Knifemakers’ Guild (the “Guild”).
The registered office of the Guild shall be located at 590 East 500 North, Richfield, Utah 84701.
Other offices for the transaction of business shall be located at such places as the Board of Directors (the “Board”) may from time to time determine.
The Guild recognizes that the term “Handmade Knives” is difficult to define and subject to varying interpretations, but hold that, at a minimum, it requires that a maker personally grind, forge, or knap the blade, and honestly disclose how each component is produced.
ARTICLE II | MEMBERS
Class of Membership:
There are seven classes of membership. Except as otherwise provided herein, membership in each class shall be granted by, and at the discretion of, the Board to individuals who fulfill the qualifications set forth below for each class. All members, of whatever class, are bound by the By-Laws, rules and regulations of the Guild. In the event any rule or regulation is inconsistent or conflicts with any provision of the By-Laws, the By-Laws shall control.
1. Voting Members
a. Qualifications: Only individuals who have successfully completed the probationary membership requirements set forth in Subsection 2 below shall be qualified to be Voting Members.
b. Obligations: To maintain Voting Member status, Voting Members must fulfill the following obligations:
i… display handmade knives at one annual Guild-sponsored show (an “Annual Show”) during every four-year period following election to Voting Member status, up to age 55;
ii… Engage in the making and selling of handmade knives;
iii… At the annual show, Voting Members shall not display or offer for sale any knife that is not a handmade knife; and
iv… Pay membership dues in accordance with Article II, Section 2.
c. Extensions: An extension of time to fulfill the display requirements in Subsection 1.b.i. above may be granted by a majority vote of the Board in the following circumstances:
i. a member seeking an extension shall submit a written request claiming hardship and setting out the facts that he or she feels justify the extension. Upon a finding of hardship by the Board in its sole discretion, such extension shall be for one year, or for such period of time as the Board in its sole and absolute discretion deems equitable or appropriate; or
ii. a member who is serving on active duty in military service may submit a written request for extension. Such extension shall be for the term of the active duty.
d. Voting: Voting Members shall be entitled to one vote per membership.
2. Probationary Members
a. Qualifications: Only individuals who fulfill the following criteria shall be eligible to become Probationary Members:
i. engage in the making of handmade knives;
ii. submit to the Board promotional material representing his or her handmade knives;
iii. submit an application for Probationary Membership to the President, or his or her designee(s), signed and dated by at least four (4) Voting Members in good standing who recommend the applicant for Probationary Membership; and
iv. following submission of his or her application, attend the next annual show, at which space is available as determined by the Board, and display a minimum of four (4) handmade knives for inspection by the Board or its duly appointed committee. At the annual membership meeting following such annual show, the Board will either approve or reject the application for Probationary Membership.
b. Obligations: To maintain Probationary Member status and to become eligible for Voting Member status, Probationary Members must fulfill the following obligations:
i. attend and display a minimum of four (4) handmade knives for inspection by the Board or is duly appointed committee at the second annual show following the granting of Probationary Membership by the Board, provided display space is available at such meeting as determined by the Board in its sole and absolute discretion. At the annual membership meeting, the voting membership will vote on whether or not to grant Voting Membership status to the Probationary Member; and
ii. abstain from making any claim to be anything other than a Probationary Member of the Guild;
iii. the Board of Directors may waive the probationary period imposed above and present a new Probationary Member for Voting Membership at the annual meeting immediately following his acceptance as a Probationary Member. Such waiver shall only be granted to a Mastersmith who is in good standing with the American Bladesmith Society.
i. Failure to fulfill the requirements of Subsection b.i. above in any year due to a lack of space available at the annual show will extend the probationary status for one year. Failure to fulfill this requirement after the one year extension will result in immediate and automatic termination of membership.
ii. A member seeking an extension to fulfill the requirements of Subsection b.i. for a reason other than lack of available space shall submit a written request claiming hardship and setting out the facts that he or she feels justify the extension. Upon a finding of hardship by the Board, an extension shall be granted for one year, or such period of time as the Board in its discretion deems equitable or appropriate.
iii. A member who is serving on active duty in military service may submit a written request for an extension. Such extension shall be for the term of the active duty.
d. Voting: Probationary Members shall have no voting rights.
e. Dues: Probationary Members are not required to comply with the dues requirements set forth in Article II, Section 2.
3. Youth Membership
a. Qualification: Only individuals who fulfill the following criteria shall be eligible to become a youth probationary member:
i. must engage in the making of handmade knives and must be able to complete a knife on his/her own;
ii. limited to those over the age of nine (9) years of age and must be under the supervision of a parent or mentor at all times;
iii. have a youth application submitted to the President or his designee by his parent or mentor, signed and dated by at least four (4) voting members in good standing who recommend the applicant for youth status;
iv. show and display requirements are waived until the age of eighteen (18) at which time the youth member must submit at least four (4) knives for inspection by the Board or its duly appointed committee and share a table with his/her parent or mentor. At the annual membership meeting, the Board will either approve or reject the applicant for full Probationary Membership. If granted, the new applicant will serve the full term as a Probationary Member;
v. youth members must be under supervision at all times at the annual meeting and show. Dues must be current at a rate designed by the Board. Table fees will be waived;
vi. must not advertise or claim any membership status other than Probationary Youth Membership.
4. Associate Members
a. Qualifications: Only individuals who fulfill the following criteria shall be eligible to become Associate Members:
i. actively engaged in trades relating to handmade knives as determined by the Board in its sole and absolute discretion; and
ii. apply in writing to the President and include photographs or promotional material describing their trade.
Upon satisfaction of the foregoing requirements, the Board may, in its sole and absolute discretion, grant Associate Membership status to the applicant.
b. Dues: Associate Members shall pay dues in accordance with Article II, Section 2.
c. Voting: Associate Members shall have no voting rights.
5. Honorary Members
a. Qualifications: Only individuals who fulfill the following criteria shall be eligible to become Honorary Members:
i. not engaged in making handmade knives, but advances the purpose of the Guild as determined by the Board in its sole and absolute discretion; and
ii. sponsored by a Voting Member or Probationary Member in good standing.
Upon satisfaction of the foregoing requirements, the Board may, in its sole and absolute discretion, grant Honorary Membership status to the applicant.
b. Voting: Honorary Members shall have no voting rights.
6. Knifemaker Emeritus Members
a. Qualifications: Only a Voting Member who, because of health, age, infirmity or other reasons deemed acceptable to the Board in its sole and absolute discretion, is no longer able to continue making handmade knives, may become a Knifemaker Emeritus. The Voting Member must apply in writing to the President requesting Knifemaker Emeritus membership. The President shall present the application to the Board for vote thereon. Upon the Board’s granting of membership, the prior class membership of such member shall terminate immediately, along with all rights, privileges and obligations associated therewith.
b. Voting: Knifemaker Emeritus Members shall have no voting rights.
7. Founding Members
a. Qualifications: Only those individuals who were/are engaged in making handmade knives and were responsible for founding the Guild may be Founding Members.
b. Voting: Founding members shall be entitled to one (1) vote per membership. Honorary President shall be entitled to one (1) vote.
Annual dues shall be set by the Board and must be paid to the Treasurer by January 1 for one year in advance. Failure to pay annual dues by January 1 may, in the Board’s discretion, result in a fee in such amount as the Board deems appropriate. Failure to pay dues by July 1 will result in immediate and automatic loss of membership, except that the Board may, upon a finding of good cause, give a one-year extension for the member to pay. “One year” as used above shall mean the period from January 1 to December 31 of the calendar year. The Board may give successive extensions upon a finding of good cause for granting such extension.
All disciplinary action within the Guild shall be regulated and administered as set forth in this section.
1. All disciplinary power shall be and is vested in the Board.
2. All members, of whatever class, shall be subject to disciplinary action as set forth within this section.
3. The purpose for which any disciplinary action shall be undertaken shall be either:
a. to protect the Guild;
b. to protect the reputation of the Guild or its members; or
c. to foster honest dealings and ethical conduct among the members and the public
4. The following acts, omissions or conduct by a member of the Guild are prohibited, and will subject a member to disciplinary action:
a. conviction of a felony;
b. unethical, illegal or dishonest business dealings;
c. intentionally causing financial loss to another member in any manner other than by fair competition;
d. any action, which is significantly detrimental to the public image, reputation, well-being or financial condition of the Guild;
e. knowingly making false, derogatory statements about the Guild or any one or more of its members;
f. violating any show rule;
g. representing, as the member’s work, the work of any other person;
h. knowingly making a false statement to one or more of the members of the Board;
i. writing a bad check to the Guild, or any supplier or customer of a knifemaker;
j. unreasonable delay in meeting quoted delivery dates for customers’ knives (a delay of more than six months shall be presumed unreasonable unless justified by extraordinary circumstances);
k. failure to comply with all obligations associated with one’s membership in the Guild; and
l. any and all other acts, omissions or conduct which the Board, in its sole and absolute discretion, may prescribe to fulfill the purposes set forth in Subsection 3 above.
5. A complaint against a member may be made by any person, whether a member of the Guild or not. All complaints shall be in writing, directed to the President of the Guild, and shall set out specifically what provision of Subsection 4 above the member is accused of violating, and the specific conduct or words of the member which allegedly violated the provision. The complaint must be signed by the person making the complaint and should be accompanied by any documentation or other evidence that is available.
6. All complaints shall be disposed of pursuant to the procedures outlined in this Subsection 6, which procedures are intended to satisfy the fairness requirements of the Utah Code Ann. §16-6a-609 (2002), and no formal rules of procedure shall apply, including any civil or evidentiary rules of any jurisdiction. The appropriate procedures are as follows:
a. within thirty (30) days of receiving a complaint, the President shall consult with the other members of the Board to determine whether they believe the action complained of, if true, constitutes conduct that would subject a member to disciplinary action. If a majority of the members of the Board do not believe the complaint alleges such conduct, the President will so notify the complaining party in writing and will take no further action unless a new or amended complaint is filed. If a majority of the Board determines that the action complained of does constitute conduct for which the member would be subject to disciplinary action, the President will notify the accused member and the complaining party by registered mail and will send a copy of the complaint to the accused member. Such notice shall indicate that the conduct may subject the accused member to termination, suspension or expulsion.
b. no later than sixty (60) days after the notice required in a. above has been sent, the accused member shall make a written answer to the complaint, and include with the answer any documentation or other evidence in support of the accused member’s defense. The written answer is the accused member’s opportunity to be heard; however such answer may include a request for an oral hearing before the Board. Such request shall be granted or denied by the Board in its sole and absolute discretion. If the request is granted, a notice of hearing shall be sent to both parties setting out the time and, if applicable, place that the Board shall hear the complaint, as well as a copy of the complaint. Such hearing may be held in person or via teleconference and shall not be more than one hundred and twenty (120) days after the notice required in a., except
i. that upon a request of either party and for good cause, the President may continue this hearing for a period of time, no longer than sixty (60) days; and
ii. should either party to the complaint file suit upon the subject matter of the complaint in a court of competent jurisdiction, the Board shall delay any further action until final disposition of the suit.
c. The President (at his discretion) may, within ninety (90) days of the notice required in a. above, request that the complaining party and the accused member attempt to mediate the complaint with the President, or his designee, acting as mediator. Either party may decline such a request.
d. If a hearing on the complaint is held, such hearing shall be presided over by the President or his designee, and shall be heard by no less than a majority of the members of the Board. The Board shall, in its sole and absolute discretion, determine all procedural questions. The hearing shall be closed to all persons, except those whose presence the President finds necessary to conduct the hearing.
e. Should the complaining party fail to appear at the hearing without providing advanced notice to the Board, and subsequently fail to show good cause for such failure to appear to the satisfaction of the Board, the complaint will be dismissed and no further action shall be taken on it.
f. No formal rules of evidence or procedure will apply. However, the Board may refuse to hear or consider any evidence it finds to be irrelevant to the complaint, and may conduct the hearing in any manner it deems appropriate.
g. After the evidence has been presented, the Board shall have thirty (30) days to deliberate. The decision of the Board shall be by a majority of those present at the hearing. Should the Board find by a preponderance of the evidence (more likely than not) that the member conducted himself or herself in a manner prohibited under Subsection 4. above, it shall then determine, by a majority of those present, what disciplinary action under Subsection 7. below shall be imposed.
h. Within ten (10) days after deciding the matter, the Board shall advise both parties, in writing, of its decision.
i. The decision of the Board shall be final and not subject to appeal or rehearing.
7. The Board may impose any one or more of the following sanctions:
a. permanent expulsion from the Guild;
b. suspensions of membership and membership privileges for a period of up to one year;
c. public reprimand;
d. private reprimand;
e. extension of the probationary period for a period of one year (in the case of a Probationary Member); or
f. any other sanction or action deemed necessary or appropriate by the Board.
8. The Board shall not consider any complaint based on conduct that was either:
a. the subject of a prior hearing; or
b. known to the complaining party for a period of over four (4) years before the complaint was made (unless the complaint is filed against a Probationary Member or an Associate Member who has held that position for less than two (2) years).
Reinstatement of Membership:
1. All petitions for reinstatement shall be determined by the Board in its sole and absolute discretion.
a. A former member may submit a written petition (letter) to the Board requesting reinstatement.
b. Reinstatement of a former Voting Member may be as a Probationary Member or as a Voting Member at the discretion of the Board.
c. A former Probationary Member may be reinstated to his or her former status. The length of this probationary period shall be extended by one year, during which time the former member must satisfy all Probationary Membership requirements set forth in Section 1.2 of this Article II.
d. A former Associate Member’s petition must be submitted within one year of termination of membership and must be accompanied by one year’s dues in advance and any delinquent dues, late fees, and other fees owed at the time of termination.
ARTICLE III | MEMBERSHIP MEETING
The annual meeting of the membership shall be held each year at such time and place as the Board determines, with the exact time and place to be determined by the Board in its sole and absolute discretion and announced to the membership not later than six (6) months prior to the meeting. At such meeting, the voting membership shall elect Directors to serve until their successors have been elected and qualified.
A special meeting of the membership, to be held at the same place as the annual meeting or such other place as the Board shall determine, may be called at any time by the President, or, in his absence, by the Vice-President, or by a majority vote of the Directors. The corporation shall hold a special meeting of the members if it receives one or more written demands for the meeting that are signed and dated by members holding at least twenty (20%) percent of all the votes entitled to vote on any issue to be considered at the meeting.
Unless another principal office of incorporation is designated by the Board, the same to be located within the state of Utah, the registered office of the corporation shall be deemed its principal office.
Notice of the time and place of all annual and special meetings of the members shall be issued by the Secretary-Treasurer to each voting member at least thirty (30) days before the date thereof.
The President, or in his absence the Vice-President, or such other person as shall be designated by the Board, shall preside at all meetings.
At every meeting, Voting Members and Founding Members shall be entitled to cast one vote each, and shall vote as a single class unless otherwise required by law.
The Voting Members and Founding Members present in person shall constitute a quorum at a meeting of the membership. A vote of a majority of these members shall be the act of the corporation.
A mail ballot shall be taken, when called for by the Board or by twenty (20%) percent of the voting membership. Such ballot will be legal and binding as though it was a vote taken at a regular meeting. Except as otherwise required by law, the number of members who have voted by the cut-off date (this to be determined and specified on each mail ballot) shall constitute a quorum.
ARTICLE IV | DIRECTORS
A board of seven Directors shall manage the business and property of the corporation and shall serve as the trustees under the Articles of Incorporation. Three of the Directors shall be designed as the President, Vice-President, and Secretary-Treasurer.
The Directors shall be elected at the annual meeting of the membership and shall hold office for a term as set out in Article VI, Section 1 below, or until their successors are duly elected and qualified. Any Voting Member in good standing may be elected Director.
The regular meetings of the Directors shall be held in the principal office of the corporation, or at the place where the annual meeting is held, or at such other place as may be designated by the Directors.
Special meetings of the Board may be held either within or without the state of Utah and may be called by the President, Vice-President, or any two Directors. Notice of the meeting shall be given by telephone or in writing to each Director at least thirty (30) days before such meeting. Such meetings may be held by telephone conference call at the election of the Directors(s) calling the meeting, in which case notice of the hearing need only be given ten (10) days in advance. Attendance of a Director at a meeting shall constitute waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called or convened. Unless otherwise required by law, neither the business to be transacted nor the purpose of any special meeting of the Board need be specified in the notice or waiver of notice of any meeting.
Directors shall not vote by proxy.
A quorum, for the transaction of business, at any regular or special meeting of the Board shall consist of at least four of the board members.
Any vacancy on the Board existing at the time of the annual membership meeting shall be filled for the duration of the term by the vote of the Voting and Founding Members. Any vacancy on the Board existing at any other time shall be filled for the duration of the term by vote of the remaining Directors at any regular or special Director’s meeting.
Any Directors or officer of the company may resign at any time by giving written notice to the President or Secretary-Treasurer. Such resignation shall take effect on the date on which the notice thereof is received or at any latter time specified in the notice, and, unless otherwise specified in the notice, the acceptance of such resignation by the corporation shall not be necessary to make it effective.
ARTICLE V | COMMITTEES
Upon the approval of a majority of all Directors then in office, the Board may from time to time establish one or more committees. Each committee shall have one or more Directors, and all committee members shall serve at the pleasure of the Board.
Each committee shall have and may exercise all powers relating to the business and affairs of the Guild as may be granted to it by the Board at the time of its designation or thereafter by written approval of a majority of all Directors then in office, except for such power as by law may not be delegated by the Board to a committee.
Each member of a committee shall continue as such until the next regular annual meeting of the Board and until a successor is appointed, unless the committee shall be sooner terminated, or unless such member is sooner removed by the Board, in its sole discretion, or ceases to qualify as a member thereof.
One member of each committee shall be appointed committee chair by the President of the Guild.
Vacancies in the membership of the committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
Unless otherwise provided in the resolution of the Board designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
Each committee may adopt rules for its own governance not inconsistent with these By-Laws or with rules adopted by the Board.
ARTICLE VI | OFFICERS
The Officers of the Guild shall be a President, a Vice-President, a Secretary-Treasurer, and four Directors who shall be elected for the terms of office stated herein and shall hold office until their successors are duly elected and qualified. All officers shall be Voting Members. The President shall have served previously as a Director. The terms of office shall be as follows:
President – 2 years
Vice-President – 2 years
Secretary-Treasurer – 3 years
Director – 2 years
The President, Vice-President, Secretary-Treasurer, and Directors shall be elected at the annual membership meeting. The President, at the option of the Board, may appoint a Director to the office of Assistant Secretary-Treasurer. Otherwise, no two offices may be held by the same person.
The President shall preside at all Board meetings, shall have general supervision over the affairs of the corporation and over other officers, and shall perform all such other duties as are customarily incident to his office. In the event of the absence or disability of the President, the Vice-President shall perform the President’s duties. The President shall be authorized to expend up to $1,000.00 or miscellaneous expenses during any calendar year without prior approval by the Board or by the Secretary-Treasurer.
The Secretary-Treasurer shall discharge the following obligations:
1. issue notices of all Directors and membership meetings and attend and keep minutes of all meetings;
2. have charge of all corporate books, records and papers;
3. be custodian of the corporate seal;
4. attest with his or her signature and impress with the corporate seal all membership certificates of the corporation;
5. have custody of all money of the corporation;
6. give bond in such sum and such sureties as the Directors may require;
7. keep regular books of account and submit the, together with his or her vouchers, receipts, records, and other papers to the Directors for their examination and approval as often as they may require;
8. perform all such other duties as are customarily incident to this office;
9. supervise and direct the work of the Office Manager, who shall be employed by and serve at the pleasure of the Board.
ARTICLE VII | AMENDMENTS TO THE BY-LAWS
The power to amend the By-Laws shall be reserved exclusively to the voting membership of the corporation.
The Board or the Voting Members representing at least ten (10%) percent of all the votes entitled to be cast on the amendment may propose an amendment to the By-Laws for submission to the voting membership.
For an amendment to the By-Laws to be adopted, the Board shall recommend the amendment to the voting membership unless the amendment is proposed by the voting members or the Board:
i. determines that because of conflict of interest or other special circumstances it should make no recommendation, and
ii. communicates the basis for its determination to the members with the amendment.
Prior to any vote on a proposed amendment to the By-Laws, the Guild shall:
i. give notice of the place, date, and time of the meeting where such amendment is to be voted upon no fewer than ten (10) days before the meeting, and if notice if mailed by other than first-class or registered mail, no fewer than thirty (30) days, nor more than sixty (60) days before the meeting dates; and
ii. where such amendment is to be adopted by mail ballot, the cut-off date for voting on such amendment shall be no fewer than ten (10) days after the mailing of the proposed amendment and ballots, and if the proposed amendment and ballots are mailed by other than first-class or registered mail, no fewer than thirty (30) days, nor more than sixty (60) days after the mailing of said proposed amendment and ballots by the Build. Where the proposed amendment is to be adopted at a meeting of the voting membership, the notice required hereunder shall state that the purpose, or one of the purposes, of the meeting is to consider the amendment and shall contain or be accompanied by a copy or a summary of the amendment or shall state the general nature of the amendment. Where the proposed amendment is to be adopted by mail ballot, the proposed amendment shall be accompanied by a copy or a summary of the amendment as well as a letter or notice stating the general nature of the amendment.
These By-Laws may be amended at any special or regular meeting of the voting membership by a majority vote of the voting membership present at such meeting, or they may be amended by a majority vote of the voting membership by a mail ballot as set forth in Article III, Section 8.