Article I - Name

The name of this organization shall be the Palmetto Woodturners, Inc. This organization shall also be identified by the acronym "PWT" and may be referred to in these by-laws simply as the "Chapter". The principal office of the corporation shall be located at the address to be determined by the Board of Directors.

Article II - Mission Statement

Our mission is to provide education and information to those who are interested in woodturning. We define woodturning as the shaping of wood using a lathe, which results in objects and images that range from the familiar to the profound. This includes everything from decorative and functional bowls, boxes, and vessels, to furniture, architectural spindles, toys, tools, musical instruments, and sculptural objects.

Article III - Purposes and Objectives

In following the thrust of our Mission Statement, the Palmetto Woodturners, Inc. shall promote an interest in woodturning for persons of all levels of competence and experience, including beginners and advanced professionals; to provide up-to-date information, education and guidance for all members; to stimulate creativity, and to explore new methods and techniques for advancing woodturning as both a creative craft, and as a unique art form; and to encourage membership in, and continued support for, the American Association of Woodturners.

1. The Palmetto Woodturners, Inc. 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 (or the corresponding section of any future Internal Revenue Law of the United States) as now enacted or an may be hereafter amended ("Code"). The primary mission is to create and coordinate a wide range of educational opportunities for woodturners and people interested in woodturning.
2. Private Inurement. No part of the net earnings of the Palmetto Woodturners, Inc. shall inure, directly or indirectly, to the benefit of any private person or individual; and no Director, officer of the "PWT" shall receive any pecuniary benefit of any kind except reasonable compensation for services actually rendered to the "PWT" in effecting its corporate compensation for series rendered to the Association in effecting its corporate purposes. No substantial part of the activities of the "PWT" shall consist of carrying on propaganda or otherwise attempting to influence legislation; nor shall the "PWT" participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of any candidate for public office.
3. Liquidation. See Article XVIII.
4. Private Foundation Restrictions. For any period in which the Palmetto Woodturners, Inc. is determined to be a private foundation within the meaning of Section 509 of the Code:
   1. The Association may not merge or consolidate with any corporation 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

The Palmetto Woodturners, Inc., shall be a Chapter of the American Association of Woodturners (AAW), and shall support and participate in the activities of that organization. All officers of the Chapter agree to be members in good standing of the AAW. The Chapter will encourage all members to become affiliated with the AAW. The AAW specifically disassociates itself from any debts, obligations, or encumbrances of the Chapter; the AAW and its Board of Directors shall have no legal or financial responsibility in the affairs of the Palmetto Woodturners, Inc., or its Board of Directors.

Article V - Membership

Section A - Qualifications

Regular Membership shall be open to all persons twenty-one (21) years of age or older. Membership shall be contingent upon the payment of dues as provided for in Article VI of the By-Laws.

Section B - Categories of Membership

The Chapter shall have the following categories of membership:

1. Regular Member - Is any one person who practices woodturning as a profession or avocation, or is interested in woodturning.
2. Associate Member - Is any person under the age of twenty-one years (21), or any individual designated by the Board of Directors at a duly organized meeting, and voted unanimously by those present to attain that category. Associate Members shall be exempt from the payment of any dues or monthly meeting fees and shall be entitled to all privileges of regular members, except the right to vote or hold office. A person between the ages of eighteen and twenty-one will be eligible for regular membership upon payment of annual dues as prescribed in Article VI of the By-Laws.
   1. A person under eighteen (18) years of age may become an Associate Member with written approval from a parent or guardian.
   2. Associate Members will begin paying dues the beginning of the fiscal year after their twenty-first (21st) birthday.
3. Honorary Member - Is an individual designated by a Board Member or chapter member that has contributed to the chapter in an exemplary manner. Members nominated for this status will be reviewed at a duly organized Board Meeting, and voted unanimously to attain that category. Honorary Members shall be exempt from the payment of any dues or fees, and shall be entitled to all privileges of regular members, except the right to vote or hold office.

Section C - Removal of Member

Removal of any member of the Palmetto Woodturners, Inc., may be accomplished by a 75% majority vote of the Board of Directors at a called Board meeting.

Article VI - Dues

Section A - Annual Dues

All regular members shall pay dues as recommended by the Board of Directors and approved by the membership at a monthly meeting prior to the commencement of the fiscal year. Dues for members joining during the year shall be pro-rated semi-annually. Those joining in October, November, or December will have their dues credited to the next year.

Section B - Renewal Dues

Renewal dues will be due on January 1st and payable no later than the last day of February. Members who do not pay their dues prior to the March meeting shall be considered to have dropped their membership. Such persons must pay the full annual dues in order to reinstate their membership for the current year. 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 the Chapter shall be the calendar year, and may be changed by the Board of Directors if such change will benefit the Chapter.

Article VIII - Meetings

Section A - Notifications

Special Meetings: Notice shall be published by way of newsletter, email, direct mail via the United States Postal Service, in the Chapter's newsletter, by separate email, by direct mail letter, or as published on the Chapter website

Section B - Monthly Meetings

Regular meetings of the Chapter shall be held on the first Saturday of each month, or at alternative times, with the time and location determined by the Board of Directors and announced in the newsletter, email, by direct mail, or as published on the Chapter website.

Section C - Special Meetings

Special meetings may be called by the Chapter's Board of Directors. Also, upon written request of 20% of the Chapter's membership, the Board of Directors shall call a meeting to discuss a specific subject. Notice of a "Special Meeting" shall be published by way of newsletter, email, direct mail via the United States Postal Service, or as published on the Chapter website. Notice of a "Special Meeting" shall be given at least 20 days prior to the date of the meeting. This notice will show the date, time, and place of the meeting, and will include a proposed agenda.

Section D - Quorum

The presence in person, or by proxy, of 25% of members of the Chapter entitled to vote shall be necessary to constitute a quorum for the transaction of business. Members are entitled to vote only if current dues have been paid.

Section E - Proxies

Every member of the Chapter entitled to vote at any regular meeting may vote in proxy. A proxy shall be in writing and is revocable at the pleasure of the member executing it. Unless the duration of the proxy is specified, it shall be invalid after six (6) months from the date of its execution.

Article IX - Board of Directors

Section A - Powers

The Board of Directors shall be the governing body of the Chapter, and shall have all powers necessary to conduct the business of the Chapter, which are consistent with these By-Laws. The Board of Directors shall nominate Directors and Officers, and appoint a Program Coordinator, committees and special positions as may be required. The Board of Directors shall also have the power to abolish any committee or special position.

The outgoing Board Members will act as Tellers to count election ballots and present the results. Should the Board Member be running for office, the President can appoint a Pro Tem Teller.

Section B – Qualifications

Members of the Board of Directors will be a member of AAW. Before being elected to the Board of Directors, person shall be an active and participating member in good standing of Palmetto Woodturners, Inc. for a minimum of one year.
In preparing the slate of nominees for Directors, the Board of Directors should consider participation in Chapter events.

Section C - Number and Manner of Election

The Board of Directors shall consist of no less than four (4) Officers and no more than six (6) rotating (two elected each year) Directors, the four elected Officers and the Program Coordinator. The Immediate Past President of the club may serve on the Board of Directors in an advisory capacity and does not have a vote.

The Board of Directors will select a slate of nominees for Officers and Directors in September. The slate will be presented to the membership at the October general meeting and accept any floor nominations at that time. Elections will be conducted at the November meeting. Newly elected and appointed Officers and Directors assuming duties on January 1st. Election will be by a simple majority of votes cast by the membership present at the November meeting plus tabulation of the mail-in or printed email ballots, the provision the first sentence of Article VIII, Section C notwithstanding.

See Article X, Section C.

Section D - Terms of Office

Elected Directors shall serve for terms of three (3) years. Directors shall remain off of the Board for one year before being considered for election to a new term. Terms of the elected Directors should be staggered to maintain some degree of continuity within the Chapter organization.

Arrangement of terms will be coordinated by the currently serving Directors. The Chapter Secretary will record the term of each Director and advise the Board which Directors term expires each year.

Section E - Meetings of the Board

The Board of Directors shall meet no less than once a quarter to be convened at a convenient time and place during each calendar year; additionally, a quarterly meeting of the Board of Directors shall be held within thirty (30) days of the annual election of Officers and Directors. All newly elected or appointed members of the Board for the succeeding term shall be invited to attend and participate in any Board meeting convened between the date of the November election and January 1st of the next year. The President may, when he or she deems necessary, or the Secretary shall, at the request in writing of three (3) members of the Board, issue a call for a special meeting of the Board, at least ten (10) days before the appointed date for the meeting. Due to distances involving considerable travel, special meeting items and related decisions requiring Board approval, may be accomplished via email, direct mail, or an online/virtual meeting. Proposals must be clearly stated, and responses returned to a designated member of the Board of Directors within seven (7) days.

Section F - Quorum

In regular meetings, a simple majority of Directors present will constitute a quorum. In email ballots (decisions), a majority of Directors currently in office will be required to determine an affirmative vote.

Section G - Vacancies

Whenever any vacancy occurs on the Board of Directors by death, resignation, or otherwise, it shall be filled without undue delay by a majority vote by ballot by the remaining members of the Board of Directors at a regular Board meeting, or at a special meeting which shall be called for that purpose. The election shall be held as soon as possible, but no later than sixty (60) days after the occurrence of the vacancy. The person so chosen shall hold office for the remainder of the term of the Director he or she replaces.

Section H - Removal of Directors

Any one or more of the Directors may be removed with just cause, at any time, and may be accomplished by a 75% vote of the Board of Directors.

Article X - Officers

Section A - Number

The officers of the Chapter shall consist of a President, a Vice President, a Secretary, a Treasurer, and a Program Coordinator. These Officers shall serve on, and be included in the Board of Directors.

Section B – Qualifications

Officers of the Chapter shall be a member of AAW. Officers shall serve for terms of one year; may be re-elected annually; and serve at the pleasure of the membership. The President and Vice-President may serve no more than two consecutive terms without sitting off for at least one year.

A 75% majority vote of the membership may grant one additional year for unforeseen and/or exigent circumstances.

The Treasurer, Secretary and Program Coordinator, due to the nature of their office, may be elected or appointed to serve without a limitation on number of terms.

Section C - Method of Election

The Officers, except for the Program Coordinator, shall be elected at the November meeting of the Chapter, and shall serve for terms of one (1) year. A slate of officers shall be developed by the Board of Directors in September, presented to the membership at the October meeting, and combined with any nominations from the floor at that time. The election of Officers will take place at the November meeting with the newly elected Officers assuming full duties on January 1st as the calendar year begins. Elections will be by a simple majority of votes cast by the membership present, the provision the first sentence of Article VIII, Section C notwithstanding.

1. Ballots will be emailed to all members
2. Ballots will require a member number.
3. May be returned to the provided email address or brought to the November meeting.
4. A mailing address will be included should the member decide to return the ballot via the United States Postal Service.

Section D - Duties of Officers

The duties and powers of the Officers of the Chapter shall be as follows:

• PRESIDENT - The President shall be the chief executive officer of the Chapter; shall chair all meetings of the Board of Directors, and regular monthly meetings of the Chapter; shall be authorized to make deposits and withdrawals of the Chapter’s funds for Chapter purposes; and shall have the power to enter into and sign contracts in the name of the Chapter whenever such contracts are authorized by the Board of Directors. The President shall have the authority to make committee appointments, and will coordinate the appointment and actions of an Audit Committee, as required.
• VICE PRESIDENT - In the case of death, or the absence of the President, or of his or her inability from any cause to act, the Vice President shall perform the duties of the Office of President.
• SECRETARY shall attend and keep minutes of all meetings of the Chapter, its Officers, and its Board of Directors. The Secretary shall conduct all correspondence and carry into execution all orders, votes, and resolutions not otherwise committed; shall keep a list of the members of the Chapter; shall notify the Officers and members of their appointment to committees; and shall maintain a list of the expiration date of each Director’s term of office. In the case of absence or disability of the Secretary, the President may appoint a Secretary Pro Tem.
• TREASURER shall be authorized to make deposits and withdrawals of the Chapter’s funds for Chapter purposes; shall be responsible for accounting of all funds of the CHAPTER; shall prepare an annual financial accounting and shall submit the annual accounting to the Board for approval as required by the Board of Directors; and shall provide a quarterly report to the Board of Directors of all receipts, disbursements, and monies on deposit. Books shall be maintained using standard accounting practices.
• PROGRAM COORDINATOR shall arrange Hands on Classes and demonstrators for the club’s educational purposes.

Section E - Bond of President & Treasurer

The Board of Directors may require that the President and Treasurer give a surety bond in an amount determined by the Board of Directors. A validated copy of the surety bond shall be presented to the Board of Directors prior to assuming the handling of the assets and specifically his or her signing of any checks. The cost of the surety bond will be paid for by the Chapter.

Article XI - Equipment and Supplies

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

Article XII – Amendments and Periodic Review

Section A - Amendments

These By-Laws may be amended from time to time by the membership. Such action shall be preceded by giving all Chapter members ten (10) days prior notice of the meeting at which such amendments will be considered, and all provisions for proxies and mail in ballots shall have been given. Corrections and clarifications made to these By-Laws shall not be considered as amendments.

Section B – Periodic Review

The Board of Directors shall undertake a review of Chapter By-laws no less than once every five years. The review should consider, among other matters, consistency with current AAW guidance, clarity of By-law provisions, and current requirements for Section 501(c)(3) non-profit corporations.

Article XIII – Chapter Policies

The Board of Directors in a regular or called meeting may adopt policies regarding the ongoing operation of the of the Chapter. Any policy adopted must not conflict with the by-laws of the Chapter and shall be consistent with the Chapter Mission Statement. Chapter policies shall be adopted or amended by a majority vote at a meeting of the Board of Directors. Every policy adopted or amended shall be sent via email and announced to the Chapter membership at the next General meeting before taking effect. The Chapter Secretary shall maintain a current list of all current Chapter policies and included within an Appendix at the end of these bylaws.

Article XIV - 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 Chapter, shall be indemnified by the Chapter 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 Chapter.

Article XV - Rules of Order

The meetings of the Chapter shall be conducted in accordance with Robert's Rules of Order.

Article XVI – Conflicts-of-Interest

Section A - Purpose

The purpose of the conflict-of-interest policy is to protect PWT’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of PWT or might result in a possible excess benefit transaction. 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

1. Interested Persons: Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
2. Financial Interest: A person has a financial interest if the person has, directly or indirectly, through business, investment, or family (a) an ownership or investment interest in any entity with which PWT has a transaction or arrangement, (b) a compensation arrangement with PWT or with any entity or individual with which PWT has a transaction or arrangement, or (c) a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which PWT is negotiating a transaction or arrangement. Compensation includes 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. The PWT will only enter agreements with an Interested Person if the agreement is at cost or within industry average profit.

Section C - Procedures

1. 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 directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
2. Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
3. Procedures for addressing the conflict of Interest
   1. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/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 governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
   3. After exercising due diligence, the governing board or committee shall determine whether PWT 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 governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in PWT'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.
4. Violations of the Conflict-of-Interest Policy. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. If, after hearing the member's response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Section D - Records of Proceedings

The minutes of the governing board and all committees with board delegated powers shall contain (a) 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 governing Board's or committee's decision as to whether a conflict of interest in fact existed; and (b) 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 voting member of the governing board who receives compensation, directly or indirectly, from PWT for services is precluded from voting on matters pertaining to that member's compensation. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from PWT for services is precluded from voting on matters pertaining to that member's compensation. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from PWT, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

Section F - Annual Statements

Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person (a) has received a copy of the conflicts of interest policy, (b) has read and understands the policy,(c) has agreed to comply with the policy, and (d) understands that (Club’s Initials) is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

Section G - Periodic Reviews

To ensure PWT operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects: (a) whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm's length bargaining; and (b) whether partnerships, joint ventures, and arrangements with management organizations conform to PWT’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.

Section H - Use of outside Experts

When conducting the periodic reviews provided for in Section G, PWT may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted

ARTICLE XVII - Prohibited Activities

PWT was formed for charitable and educational purposes as set forth in Articles I, II, and III of these By-Laws. Thus, PWT recognizes that it is prohibited from undertaking activities which impermissibly benefit private interests. PWT shall not engage in any activities not permitted to be carried on by a corporation exempt from federal income tax under § 501(c)(3) of the Internal Revenue Code.

ARTICLE XVIII - Dissolution

By two-thirds vote of all the members of PWT, PWT may be dissolved. Upon the dissolution of PWT, the Board of Directors shall, after paying or making provisions for the payment of all liabilities of the Chapter, dispose of all assets of the Chapter exclusively for the purposes of the Chapter in such manner or to such organization or organizations organized and operated exclusively for educational purposes as shall at the time qualify as an exempt organization or organizations under section 501(c) (3) of the Internal Revenue Code (or the corresponding provision of any future United States Revenue Law), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by an order of the proper court, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes. In no event shall the assets of the Association be distributed to or inured to the benefit of any individual member.

In the event the Palmetto Woodturners, Inc. is dissolved and liquidated, the Board shall, after paying or making provision for payment of all the liabilities of the Chapter, 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 the (Club Name) is location to one or more organizations so described for such purposes.

APPENDIX

Policy for Visiting Demonstrators

1. All airline travel expenses must be pre-approved.
2. "PWT" reimburses for gas ONLY, and receipts must be submitted. "PWT" does not pay the IRS mileage allowance.
3. Lodging
   1. The Program Coordinator in conjunction with the Treasurer will set the rate at which lodging is reimbursed.
   2. Demonstrators will make their own reservations using the best rate available.
   3. After checkout on Saturday morning the demonstrator will get a copy of the receipt and attach it to the Demonstrator Reimbursement form.
   4. "PWT" encourages our members to volunteer their homes and hospitality to our out-of-town demonstrators.
   5. Members may request up to $100 from "PWT" for hosting an out-of-town demonstrator in their home.
      1. This generally takes the place of meal and hotel costs, and many demonstrators prefer the hospitality of other members.
      2. This is up to the demonstrator.
4. All expenses will be recorded on the Demonstrators Reimbursement form and all receipts will be attached. NO reimbursements will be made without receipts.
5. The turner's fee covers whatever our club negotiates with the demonstrator, on a case-by-case basis plus "hands on" costs if applicable.
6. Material costs are part of the pre-demonstration negotiations.
7. PWT pays the direct cost of meals for the demonstrator ONLY and a receipt MUST be submitted for same.

Policy for In-House Demonstrators

1. For the HOC on Friday:
   1. The instructor fee will be no more than $100 plus $25 per person.
   2. All reasonable expenses will be estimated at the time of the agreement to conduct the HOC and for the Saturday demonstration.
   3. All expenses must be pre-approved.
   4. Material costs are part of the pre-demonstration negotiations.
2. The Meeting on Saturday:
   1. The instructor fee will be no more than $100.
   2. All expenses will be recorded on the In-House Demonstrators Reimbursement form and all receipts will be attached.
   3. NO reimbursements will be made without receipts.
3. Reimbursement:
   1. Supplies for the HOC and the demonstration on Saturday will be reimbursed when a receipt is presented to the treasurer.
4. Monthly Demonstration Fees: Monthly demonstration fees are waived for the President, Program Coordinator and Treasurer.
5. Fees are not waived for the Hands-on Classes.

Approved By PWT Board – October 13, 2022
Adopted by PWT Membership – November 5, 2022