By-laws

The official copy of the club’s by-laws can be viewed as a PDF document. A copy of the contents of that document is provided below.

RICHMOND WOODTURNERS BY-LAWS

A Chapter of the American Association of Woodturners (AAW)

Last voted change April 18, 2024

ARTICLE I — NAME

The name of this organization shall be Richmond Woodturners (RWT). This organization shall also be identified as and may be referred to in these by-laws simply as the “Club.” The principal office of the Club shall be located at the address of the current President/Chairman of the Board of Directors or simply referred to as the “Board”. The Club may have other offices and may conduct its business at such other locations as the Board of Directors may determine from time to time. In the event the President/Chairman of the Board of Directors is not a resident of Virginia, a Virginia resident will be appointed from among the Directors as the agent.

ARTICLE II — MISSION STATEMENT

The mission of Richmond Woodturners is to provide education and information to those who are interested in woodturning and to promote woodturning as an artform within the Club and to the general public.

ARTICLE III — PURPOSE AND OBJECTIVES

In following the guidelines of the Mission Statement, Richmond Woodturners shall promote an interest in woodturning for persons of all levels of competence and experience, including beginners and advanced professionals; provide up-to-date information, education and guidance for all members; stimulate creativity and explore new methods and techniques for advancing woodturning; and encourage membership in, and continued support for the American Association of Woodturners (AAW).

Section A — Purpose. Richmond Woodturners is formed and shall be operated exclusively for “charitable, scientific and educational” purposes as those terms are defined within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 (Code). Furthermore, Richmond Woodturners shall not participate in activities restricted or prohibited for organizations exempt from federal income tax under section 501(c)(3) of the Code as now enacted or as may be hereafter amended.

Section B — Private Inurement. No part of the net earnings of Richmond Woodturners shall benefit, either directly or indirectly, any private person or individual except as payment for services rendered for demonstrations, legal and accounting services, and other administrative requirements of the Club. Furthermore, no member, director, or officer of RWT shall receive any pecuniary benefit of any kind except reasonable compensation for services actually rendered to RWT in effecting its corporate compensation for services rendered to the American Association of Woodturners in effecting its corporate purposes. No substantial part of the activities of RWT shall consist of carrying on propaganda or otherwise attempting to influence legislation; nor shall RWT participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of any candidate for public office.

Section C — Liquidation. In the event Richmond Woodturners is dissolved and liquidated, the Board of Directors shall, after paying or making provision for payment of all the liabilities of the Club, distribute its remaining assets to one or more organizations described in Section 501(c)(3) of the Code and Section 170(b)(1)(A) of the Code (and who have been so described for a period of at least sixty (60) months prior thereto exclusively for one or more exempt purposes within the meaning of Section 501(c)(3) of the Code. Any of the property or assets not so distributed shall be distributed by the Court of Common Pleas for the County in which the principal office of Richmond Woodturners is location to one or more organizations so described for such purposes.

Section D — Private Foundation Restrictions. For any period in which Richmond Woodturners is determined to be a private foundation within the meaning of Section 509 of the Code, the Club may not merge or consolidate with any club or other entity which is not an exempt organization described in Code Section 501(c)(3) and Section 170(b)(1)(A), other than clauses (vii) and (viii) and which has not been in existence and so described for a continuous period of at least sixty 60 calendar months.

ARTICLE IV — RELATIONSHIP TO THE AMERICAN ASSOCIATION OF WOODTURNERS

Section A — Relationship with AAW. Richmond Woodturners shall be a Chapter of the American Association of Woodturners, (AAW), and shall support and participate in the activities of that organization. The Club will encourage all members to become affiliated with the AAW.

Section B — Disclaimer. The AAW specifically disassociates itself from any debts, obligations, or encumbrances of Richmond Woodturners. The AAW and its Board of Directors shall have no legal or financial responsibility in the affairs of the Club or its Board of Directors. The AAW corporate organization does not shoulder any legal liability for accidents that occur during events of any kind sponsored or not sponsored by Richmond Woodturners.

Richmond Woodturners specifically disassociates itself from any debts, obligations or encumbrances of the American Association of Woodturners. The Board of Directors of Richmond Woodturners is not responsible for the debts or shares in the profits of the American Association of Woodturners. Richmond Woodturners does not shoulder any legal liability for accidents that occur during events of any kind sponsored or not sponsored by AAW.

Section C — Activities. While it is understood that AAW will provide advice and counsel, as requested, Richmond Woodturners shall determine the nature and extent of the activities of the Club. Demonstrations, while part of the normal activities of Richmond Woodturners, are to be conducted solely at the discretion of the Board of Directors of Richmond Woodturners and all safety and instruction are to be under the explicit direction and control of the Club’s Board of Directors.

Section D — Indebtedness. All functions of Richmond Woodturners are on a cash basis. Richmond Woodturners shall not incur any debt through the actions of the officers or any of its members. When specifically requested by the AAW, the AAW national office must be notified in writing prior to Richmond Woodturners incurring any indebtedness on behalf of the AAW.

Section E — Insurance. As a chapter of AAW, Richmond Woodturners shall utilize insurance available through and required by AAW.

ARTICLE V — MEMBERSHIP

Section A — Qualifications. Regular membership shall be open to all persons eighteen (18) years of age or older. Membership shall be contingent upon the payment of annual dues as provided for in Article VI of the by-laws.

Section B — Categories of Membership. The Club shall have the following categories of membership:

Regular Members are those individuals who practice woodturning as a profession or avocation, or are interested in woodturning and meet the qualifications outlined in Section A above.
Associate Members are those individuals under the age of eighteen (18) years who have paid annual dues. Associate Members shall be entitled to all privileges of regular members except the right to vote or hold office.
Honorary and Lifetime Members are those individuals designated by the Board of Directors that have contributed to the Club in an exemplary manner. Members nominated for this status will be reviewed at a Board Meeting, and voted unanimously to attain that category. Honorary and Lifetime Members shall be exempt from the payment of any dues and shall be entitled to all privileges of regular members, except Honorary Members cannot vote or hold office. Qualifications for this honor are based on the following and/or other compelling qualifications:
1. The individual is distinguished as an accomplished wood artist and/or skilled technician.
2. The individual has made major contributions to woodturning through mentoring, education and promoting the art and skills of woodturning to individuals, groups and the community.
3. The individual has made significant contributions to the field of woodturning at the local, state or national level as an artist, demonstrator, administrator, or as an organizer or implementer of a project of significant importance.

Section C - Removal of Member. Revocation of membership in Richmond Woodturners shall be accomplished by a majority vote of the Board of Directors.

ARTICLE VI — DUES

Section A — Annual Dues. The annual dues for membership in Richmond Woodturners shall be periodically reviewed by the Board of Directors and reported to the membership in the January and July editions of the newsletter. Dues for new members are payable to the Club upon joining and may be pro-rated depending on when the new member joins. New members joining during or after the November meeting shall be considered to have paid membership dues for the following year.

All members of Richmond Woodturners are encouraged to join the American Association of Woodturners. Fees for membership in AAW are separate from those for Richmond Woodturners and shall be paid directly to AAW by the member.

Section B — Payment of Annual Dues. Annual dues for all members are payable beginning in preceding November until the last day of February. Members who do not pay their dues by the March meeting shall be considered to have dropped their membership. Such persons must pay their full annual dues in order to reinstate their membership for the current year. There shall be no pro- rating of dues for delinquent members. Exceptions to the above may be considered by the Board of Directors should extenuating circumstances be present.

ARTICLE VII — FISCAL YEAR

The fiscal year of Richmond Woodturners shall be from January 1 to December 31. Changes to this fiscal year shall be decided by the Board of Directors and only if such change will benefit the Club.

ARTICLE VIII — MEETINGS

Section A — Rules of Order. All meetings of the Club shall be conducted in accordance with Robert’s Rules of Order.

Section B — Monthly Club Meetings. Regular meetings of the Club shall be held on the third Thursday of each month or at alternative times as determined by the Board of Directors and announced in the newsletter, by email or by direct mail.

Section C — Special Club Meetings. The Board of Directors may invite the entire membership to special club meetings and/or training sessions in addition to, or in lieu of, the regularly scheduled monthly meeting. Notice of any special club meeting shall be published in the newsletter, or distributed by separate email or direct mail letter, at least sixty days prior to the date of the meeting. This notice will show the date, time, and place of the meeting, and include a proposed agenda.

Section D — Quorum. If a decision requiring a membership vote is needed, the presence in person, or by proxy, of 25% of members of the Club entitled to vote shall be necessary to constitute a quorum for the transaction of business. Regular members are entitled to vote only if current dues have been paid.

Section E — Proxies. All regular members of the Club who are entitled to vote at any monthly or special club meeting may also vote in proxy. A proxy shall be in writing and must stipulate the vote being held and the reason for non-attendance at the vote. All proxies are revocable at the pleasure of the Club President. Unless the duration of the proxy is specified, it shall be invalid the day after the vote for which it was prepared.

Section F — Board Meetings. The Board of Directors shall meet as required to conduct and oversee planning and other business of the Club. All members are invited to attend Board meetings but only Directors may vote. The Board of Directors shall hold an initial meeting within 60 days of the annual election of Officers and Directors to discuss responsibilities and plan out Club actions and activities.

Section G — Special Board Meetings. The President may, as 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 (10) days before the appointed date for the meeting. If the distances for Directors involve considerable travel, special meeting items and related decisions requiring Board approval may be accomplished via email or videoconference. Proposals must be clearly stated, and responses returned to a designated member of the Board of Directors within seven (7) days of receipt.

Section H — Quorum. During scheduled or special Board meetings, a simple majority of Directors present will constitute a quorum. For decisions made by email ballots, a majority of Directors will be required to vote to determine an outcome.

ARTICLE IX — BOARD OF DIRECTORS

Section A — Powers. The Board of Directors shall be the governing body of the Club, and shall have all powers necessary to conduct the business of the Club consistent with actions defined in these by-laws. The Board of Directors shall nominate Directors, Officers, and appoint permanent or temporary committees and special positions as may be required for the running of the Club. The Board of Directors shall also have the power to abolish any committee or special position.

Section B — Number and Manner of Election. The Board of Directors shall consist of four Officers and no less than four other elected Directors all of whom are regular members in good standing. A nominating committee appointed by the President with the consent of the Board of Directors shall develop a slate of Officers and Directors and present the slate to the membership at the November meeting. The President or the nominating committee may accept any self- nominations or floor nominations before the actual election. Elections will be conducted at the November meeting with the newly elected Directors assuming duties on the first of January. Election shall be by a simple majority of votes cast by the membership present.

Section C — Terms of Office. Elected Officers and Directors shall serve for a term of two (2) years with the exception of the Treasurer. Because of administrative issues associated with banking accounts and tax filing, the terms for the Treasurer shall be three (3) years. All Officers and Directors may serve more than one complete consecutive terms subject to election results. Terms of the elected Officers and Directors shall be staggered to maintain some degree of continuity within the Club. The currently serving Board members will coordinate arrangement of specific Officers and Director’s terms. The Secretary will record the term of each Officer and Director and notify the Board of specific positions that are up for election annually.

Section D — 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 the remaining members of the Board of Directors at a Board meeting, or at a special Board meeting which shall be called for that purpose. The election shall be held as soon as possible, but no later than sixty days after the occurrence of the vacancy; in the case where no member is identified by the Board to fill the vacancy, the position shall remain vacant until a suitable member is identified and approved. The new Officer or Director shall hold office for the remainder of the term of the individual he or she replaces.

Section E — Removal. Any Officer or Director may be removed from office with just cause, at any time, by a vote of two-thirds of the Club members present at a monthly Club meeting or any special Club meeting called for that purpose.

ARTICLE X — DUTIES AND POSITION DESCRIPTIONS

Section A - Board of Directors. The Board of Directors shall be comprised of the Club Officers and the Club Directors. The duties of each member shall be as follows:

Section B — Club Officers. The Club Officers shall consist of a President, a Vice President, a Secretary, and a Treasurer. The four Club Officers agree to be members in good standing of the AAW. The duties of the Officers shall be as follows:

President — The president shall be the chief executive officer of the Club and Chairman of the Board of Directors. The duties of the President include, but are not limited to the following:
1. Chair all meetings of the Board of Directors and monthly or special Club meetings.
2. Enter into and sign contracts in the name of the Club whenever the Board of Directors authorizes such contracts.
3. Establishes, oversees, and disestablishes committees with approval of the Board of Directors.
Vice President — In the case of death, or the absence of the President, or of his inability from any cause 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 shall be subject to all the restrictions upon the President. Specific duties of the Vice President include, but are not limited to the following:
1. Locate, schedule, and coordinate demonstrators and demonstrations, otherwise known as the “Program” for each of the monthly Club meetings, and special Club meetings as agreed upon by the Board of Directors, assuring that insurance requirements of Article IV, Section E are met by such activities.
2. Perform other such duties as may be assigned by the President.
Secretary — Specific duties of the Secretary include, but are not limited to the following:
1. Attend and keep minutes of all meetings of the Club, its Officers, and its Board of Directors.
2. Conduct all correspondence and carry into execution all orders, votes, and resolutions not otherwise committed.
3. Notify the Officers and members of their appointment to committees.
4. Maintain a list of the expiration date of each Director’s term of office.
5. Perform other such duties as may be assigned by the President.
Treasurer — Specific duties of the Treasurer include, but are not limited to the following:
1. Handle, deposit, and account for all funds of the Club and provide a quarterly report to the Board of Directors of all receipts, disbursements, and monies on deposit.
2. Complete and submit any required documentation, including tax returns to the Internal Revenue Service.
3. Perform other such duties as may be assigned by the President.

Section C — Directors. The Directors of the Club shall consist of the Activities Director, the Information (Web) Director, the Membership Director, the Newsletter Editor, the Audio/Video Director, and two (2) Past Presidents. These Directors shall serve and vote as members of the Board of Directors. The duties of the Directors shall be as follows:

Activities Director — In the absence of the Vice President, the Activities Director shall perform the duties assigned to the Vice President. Specific duties of the Activities Director include, but are not limited to the following:
1. Plan and coordinate all monthly and quarterly turning challenges, including management of awards.
2. Plan and coordinate all Club social activities, including meetings, events, and activities.
3. Coordinate Club involvement in symposia.
4. Plan and coordinate special Club art shows at local galleries and other venues.
5. Perform other such duties as may be assigned by the President.
Information (Web) Director — Specific duties of the Information Director include, but are not limited to the following:
1. Develop and maintain the Club’s Internet Website.
2. Perform other such duties as may be assigned by the President.
Membership Director — Specific duties of the Membership Director include, but are not limited to the following:
1. Greet visitors and accept new member applications at the monthly Club meetings.
2. Collect dues from new members.
3. Produce and maintain the official membership roster and phone list, and provide that information to the Board of Directors monthly.
4. Perform other such duties as may be assigned by the President.
Newsletter Editor — Specific duties of the Newsletter Editor include, but are not limited to the following:
1. Publish and distribute the Club’s monthly newsletter.
2. Receive and collect articles and photographs from the monthly Club meetings, special meetings, and other woodturning related events of interest to the membership to be used in the creation of the newsletter.
3. Provide a public record of the activities of the Richmond Woodturners Chapter of the American Association of Woodturners.
4. Perform other such duties as may be assigned by the President.
Audio/Video Director — Specific duties of the Audio/Video Director include, but are not limited to the following:
1. Maintain audio/video equipment used in the performance of club programs.
2. Operate audio/video equipment during club programs, or coordinate alternate trained operators.
3. Train camera and system operators as needed.
4. Periodically assess the performance of the A/V system to ensure that it continues to meet the club’s needs and expectations.
5. Perform other such duties as may be assigned by the President.
Past Presidents (two positions) — Two Director positions shall be filled by willing past presidents of the Club. As with other Director positions, these past president positions shall follow the same electoral procedures and terms. Once elected, the President, based on the needs of the Club, shall assign specific duties to these Past President Director positions.

ARTICLE XI — EQUIPMENT AND SUPPLIES

The Board of Directors shall coordinate the acquisition and storage of all equipment, and shall regulate and/or restrict the use of any equipment and supplies belonging to the Club.

ARTICLE XII — AMENDMENTS

These by-laws may be altered, amended, or repealed and new by-laws may be adopted by a vote of the simple majority of the membership of the Richmond Woodturners. Proposed changes to these by-laws shall be disseminated to the membership at least one month in advance of the meeting at which the vote will be taken. Corrections and clarifications made to these by-laws shall not be considered as amendments.

ARTICLE XIII — 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 Club, shall be indemnified by the Club 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 therefrom 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 Club.

ARTICLE XIV — CONFLICT OF INTEREST

Section A — Purpose. The purpose of the conflict-of-interest policy is to protect Richmond Woodturner’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an Officer or Director of the Club or might result in a possible excess benefit transaction, or conflict with the Club’s federal income tax status in Article III, Section 2. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

Section B — Definitions.

Interested Persons. Any Officer , Director, or member of a committee with Board delegated powers, and a direct or indirect financial interest, as defined below, is an interested person.
Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
1. An ownership or investment interest in any entity with which RWT has a transaction or arrangement.
2. A compensation arrangement with RWT or with any entity or individual with which Club has a transaction or arrangement.
3. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which RWT is negotiating a transaction or arrangement.
Compensation. Direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under Section C, Paragraph 2 of this Article, a person who has a financial interest may have a conflict of interest only if the Board of Directors decides that a conflict of interest exists. RWT will only enter agreements with an Interested Person if the agreement is at cost or within industry average profit.

Section C — Procedures.

Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the Board or appointed committee who in turn will decide if there is evidence of possible conflict of interest.
Procedures for Addressing the Conflict of Interest.
1. An interested person may make a presentation at the Board or appointed committee meeting, but after the presentation, he or she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
2. The chairperson of the meeting shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
3. After exercising due diligence, the Board or committee shall determine whether the Club can obtain with reasonable efforts, a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
4. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Club’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.
Failure to Disclose. If the Board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, they shall inform the member of the basis for such belief and afford that member an opportunity to explain the alleged failure to disclose. After hearing the member’s response and making further investigation as warranted by the circumstances, the Board or committee shall determine if the member has failed to disclose an actual or possible conflict of interest, and take appropriate disciplinary and corrective action as required.

Section D — Records of Proceedings. The minutes of the Board or committee shall contain:

The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the Board’s or committee’s decision as to whether a conflict of interest in fact existed.
The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

Section E — Compensation. A member of the Board or committee who receives compensation, directly or indirectly, from RWT for services is precluded from voting on matters pertaining to that member’s compensation.

Section F — Periodic Reviews. It is the Board’s responsibility to ensure RWT operates in a manner consistent with its intended purpose and does not engage in activities that could jeopardize its tax-exempt status. The Board, or an appointed/hired outside advisor, shall conduct periodic reviews to include the following subjects:

Whether any compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.
Whether any partnerships, joint ventures, and arrangements with management organizations conform to RWT’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.

ARTICLE XV — PROHIBITED ACTIVITIES

Richmond Woodturners was formed for “charitable, scientific and educational” purposes as set forth in Articles II and III of these by-laws. Thus, RWT recognizes that it is prohibited from undertaking activities that impermissibly benefit private interests. RWT shall not engage in any activities not permitted by a corporation exempt from federal income tax under § 501(c)(3) of the Internal Revenue Code.