name of this corporation shall be Knifemakers’ Guild (the “Guild”).
registered office of the Guild shall be located at 590 East 500
North, Richfield, Utah 84701.
offices for the transaction of business shall be located at such
places as the Board of Directors (the “Board”) may from time to
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
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.
Qualifications: Only individuals who have successfully
completed the probationary membership requirements set forth in
Subsection 2 below shall be qualified to be Voting Members.
Obligations: To maintain Voting Member status, Voting
Members must fulfill the following obligations:
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;
engage in the making and selling of handmade knives;
at the annual show, Voting Members shall not display or
offer for sale any knife that is not a handmade knife; and
pay membership dues in accordance with Article II, Section
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:
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
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.
Voting: Voting Members shall be entitled to one
vote per membership.
Qualifications: Only individuals who fulfill the following
criteria shall be eligible to become Probationary Members:
engage in the making of handmade knives;
submit to the Board promotional material representing
his or her handmade knives;
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
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
Obligations: To maintain Probationary Member status and
to become eligible for Voting Member status, Probationary Members
must fulfill the following obligations:
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
abstain from making any claim to be anything other than
a Probationary Member of the Guild;
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
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.
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.
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.
Voting: Probationary Members shall have no voting rights.
Dues: Probationary Members are not required to comply
with the dues requirements set forth in Article II, Section 2.
Qualification: Only individuals who fulfill the following
criteria shall be eligible to become a youth probationary member:
must engage in the making of handmade knives and must
be able to complete a knife on his/her own;
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
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;
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
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;
must not advertise or claim any membership status other
than Probationary Youth Membership.
Qualifications: Only individuals who fulfill the following
criteria shall be eligible to become Associate Members:
actively engaged in trades relating to handmade knives
as determined by the Board in its sole and absolute discretion;
apply in writing to the President and include photographs
or promotional material describing their trade.
satisfaction of the foregoing requirements, the Board may, in
its sole and absolute discretion, grant Associate Membership status
to the applicant.
Dues: Associate Members shall pay dues in accordance with
Article II, Section 2.
Voting: Associate Members shall have no voting rights.
Qualifications: Only individuals who fulfill the following
criteria shall be eligible to become Honorary Members:
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
sponsored by a Voting Member or Probationary Member in
satisfaction of the foregoing requirements, the Board may, in
its sole and absolute discretion, grant Honorary Membership status
to the applicant.
Voting: Honorary Members shall have no voting rights.
Knifemaker Emeritus Members
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
Voting: Knifemaker Emeritus Members shall have no voting
Qualifications: Only those individuals who were/are engaged
in making handmade knives and were responsible for founding the
Guild may be Founding Members.
Voting: Founding members shall be entitled to one (1)
vote per membership. Honorary President shall be entitled to
one (1) vote.
Dues: 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.
Action: All disciplinary action within the Guild shall be regulated
and administered as set forth in this section.
All disciplinary power shall be and is vested in the Board.
All members, of whatever class, shall be subject to disciplinary
action as set forth within this section.
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;
c. to foster honest dealings and ethical conduct among
the members and the public.
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;
intentionally causing financial loss to another member in any
manner other than by fair competition;
any action, which is significantly detrimental to the public image,
reputation, well-being or financial condition of the Guild;
knowingly making false, derogatory statements about the Guild
or any one or more of its members;
violating any show rule;
representing, as the member’s work, the work of any other person;
knowingly making a false statement to one or more of the members
of the Board;
writing a bad check to the Guild, or any supplier or customer
of a knifemaker;
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);
failure to comply with all obligations associated with one’s membership
in the Guild; and
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.
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.
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:
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.
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
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
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.
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.
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
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.
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.
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.
Within ten (10) days after deciding the matter, the Board shall
advise both parties, in writing, of its decision.
The decision of the Board shall be final and not subject
to appeal or rehearing.
The Board may impose any one or more of the following sanctions:
permanent expulsion from the Guild;
suspensions of membership and membership privileges for
a period of up to one year;
extension of the probationary period for a period of one
year (in the case of a Probationary Member); or
any other sanction or action deemed necessary or appropriate
by the Board.
The Board shall not consider any complaint based on conduct that
the subject of a prior hearing; or
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).
All petitions for reinstatement shall be determined by the Board
in its sole and absolute discretion.
A former member may submit a written petition (letter)
to the Board requesting reinstatement.
Reinstatement of a former Voting Member may be as a Probationary
Member or as a Voting Member at the discretion of the Board.
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.
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.
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.
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.
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.
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.
President, or in his absence the Vice-President, or such other
person as shall be designated by the Board, shall preside at all
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.
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.
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.
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.
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.
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.
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.
shall not vote by proxy.
quorum, for the transaction of business, at any regular or special
meeting of the Board shall consist of at least four of the board
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.
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.
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.
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
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.
member of each committee shall be appointed committee chair by
the President of the Guild.
in the membership of the committee may be filled by appointments
made in the same manner as provided in the case of the original
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.
committee may adopt rules for its own governance not inconsistent
with these By-Laws or with rules adopted by the Board.
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
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.
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.
Secretary-Treasurer shall discharge the following obligations:
issue notices of all Directors and membership meetings and attend
and keep minutes of all meetings;
have charge of all corporate books, records and papers;
be custodian of the corporate seal;
attest with his or her signature and impress with the corporate
seal all membership certificates of the corporation;
have custody of all money of the corporation;
give bond in such sum and such sureties as the Directors
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;
perform all such other duties as are customarily incident
to this office;
supervise and direct the work of the Office Manager, who shall
be employed by and serve at the pleasure of the Board.
TO THE BY-LAWS
power to amend the By-Laws shall be reserved exclusively to the
voting membership of the corporation.
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.
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:
determines that because of conflict of interest or other
special circumstances it should make no recommendation, and
communicates the basis for its determination to the members
with the amendment.
to any vote on a proposed amendment to the By-Laws, the Guild
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
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.
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.