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CSKMS Bylaws

Circular Sock Knitting Machine Society Bylaws

Amended November 2020

ARTICLE ONE: NAME, PURPOSE, and OFFICE

Section 1.01 Name

The name of the society is the Circular Sock Knitting Machine Society (hereinafter referred to as CSKMS or Society).

Section 1.02 Purposes

The purposes of this Society:
  1. To provide an international organization for owners and operators of circular sock knitting machines (CSMs).
  2. To encourage the preservation, restoration, and use of circular sock knitting machines.
  3. To aid in the education of members and the public about the history and use of circular sock knitting machines through shared teaching experiences and demonstrations at various fiber arts shows and festivals, through publications such as a newsletter and a website, and at regular meetings planned by the members.
  4. To maintain a professional and up-to-date website that provides a variety of information for CSM users of the general public as well as information and records for the membership of the Society. The website also provides a forum for communication among the membership.
  5. To support regular gatherings for the membership.
  6. The Society is non-sectarian, non-partisan, and non-discriminatory against any ethnic or minority group or individual.
  7. The Society is non-commercial. However, for fundraising purposes, the Society may accept paid advertising to be published in its newsletter or on its website, may accept cash or in-kind donations, may sell items bearing the name and/or logo of the Society, or may engage in other fund raising activities, all at the discretion and with the approval of the Board of Directors.
Section 1.03 Office The principal office of the Society is at the address of the Treasurer.

ARTICLE TWO: MEMBERSHIP AND DUES

Section 2.01 Eligibility and application for Membership

Membership in the Society is open to individuals who accept the Bylaws, procedures, and purposes of the Society as set forth in Article One. An application for membership shall be made available to individuals who wish to apply.

Section 2.02 Classes of Membership

The one class of membership is a "Regular Membership.” A Regular Membership includes only the individual who applies for membership.

Section 2.03 Membership Voting Rights and Participation

Each member may have one vote in any single election or other CSKMS business requiring a vote. Voting rights extend to electing Board members and amending bylaws. Members may attend and/or submit items for Board meeting agendas. Requests must be submitted to the President two weeks before a Board meeting. Members may participate in community activities (see Section 7.04) and standing and ad-hoc committees, as deemed necessary by the Board.

Section 2.04 Dues

Membership dues are determined by the Board of Directors. Membership dues are nonrefundable.

Section 2.05 Resignation

A member may resign from the Society at any time by giving written notice to that effect, by mail or email, to the Secretary. The Secretary shall confirm receipt of the notice by mail or email as soon as practical after receiving said notice.

ARTICLE THREE: MEETINGS, VOTING, and ELECTIONS

Section 3.01 Annual Member Event

The Board of Directors shall approve the time and agenda for the annual membership event. The CSKMS Annual Event, to be held via video conference, includes member-only activities and a general business meeting. Notice of the date, time, connection information, and agenda will be published on the website and emailed to members not less than 30 days before the scheduled meeting date.

Section 3.02 Board Meetings

The Board shall meet from time to time as they deem necessary to conduct the business of the Society. Minutes of Board meetings are made available by the Secretary to the membership within a reasonable amount of time following each meeting. Section 3.03 Elections Elections for the officers specified in these Bylaws are held every two years. Elections will coincide with the Annual Member Event. Members need not attend the Annual Event to vote.

Section 3.04 Nominations

At least one (1) month before elections, the Secretary shall email a list of nominees plus provision for write-in candidates.

Section 3.05 Quorum

A quorum for the transaction of business at any live meeting of the members is 20% of the current membership. An in-person meeting is one at which members are physically present with each other in the same geographic location. A quorum for meetings by electronic means is considered automatically met, provided all members are given sufficient advance notice that the electronic meeting will be in session and such notice includes the meeting agenda. Any live meeting of the members not meeting the requirements of a quorum may be adjourned by a majority vote of the members present.

Section 3.06 Other Business

Other business may be voted on by the general membership at in-person or electronic meetings at which there is a quorum as specified in section 3.05.

ARTICLE FOUR: OFFICERS

Section 4.01 Officers

The officers of the Society are President, Vice President, Secretary, and Treasurer. Section 4.02 Elections of Officers All officers are elected in accordance with Section 3.03 and 3.04.

Section 4.03 Terms of Officers

Officers are elected to two-year terms. Officers may be re-elected to serve two (2) or more consecutive terms.

Section 4.04 Nominations

The Board shall establish the election ballot, as described in Section 7.05 of these Bylaws.

Section 4.05 Vacancies

In the event that any office becomes vacant, The Board of Directors shall, by majority vote, appoint a member to fill the vacancy for the remainder of the term.

ARTICLE FIVE: OFFICER DUTIES

Section 5.01 President

The President shall give notice of all meetings of the membership and of the Board of Directors and the Secretary shall transmit such notice to the membership. The President shall preside over meetings of the membership. The President shall make appointments and perform duties authorized by the Bylaws and exercise responsibilities as may be decided from time to time by the Board of Directors. The President may appoint committees from the membership to perform various duties. The President may also serve as ex officio member of all committees. When practical, Presidential notices may be communicated to members electronically according to Section 12.03.

Section 5.02 Vice President

The Vice President shall act in the capacity of the President in his/her absence and shall at all times provide support to the President in conducting normal business of the Society.

Section 5.03 Secretary

The Secretary records and maintains the minutes of membership meetings and other Board of Directors meetings. Minutes of Board proceedings are kept by the Secretary and as soon as practical after a meeting, a copy of said minutes is emailed to the Board of Directors and published on the website. The Secretary alse keeps the minutes of committee proceedings. The minutes of closed sessions are kept separate from those of the public meetings. The Secretary is the custodian of all official records, including the minutes of all meetings and papers of the Society. The Secretary shall maintain (a) a current membership list; (b) a current record of the Bylaws, policies, and resolutions; and (c) a current inventory of property owned by the Society. The Secretary is responsible for communications with the membership and other parties and for certifying documents issued by the Society. All records for which the Secretary is custodian may be stored and transmitted in digital form. Duties of the Secretary may be shared by other officers when circumstances indicate a need for additional support.

Section 5.04 Treasurer

The Treasurer shall maintain records of all financial transactions and shall report on the financial status of the Society upon request of the President or the Board of Directors. At the time of each annual meeting, or as requested by the President, the Treasurer shall provide the Board of Directors with an audited financial report. The Treasurer shall submit all relevant financial records to an auditor approved by the Board of Directors in a timely manner to facilitate such a report. The Treasurer shall also serve as Chairperson of the Finance Committee. The Treasurer shall receive all monies subject to the control and direction of the Board. All monies received by the Society, whether by the Treasurer or by the officers, shall be deposited forthwith in bank accounts approved by the Finance Committee. The Treasurer is the custodian of all bonds, stocks, notes, contracts of sale, mortgages, and deeds of trust for real property held or acquired for investment purposes, and of all other securities, and all insurance policies and other documents relating to any of the same and shall keep them in such places and in such manner as approved by the Board of Directors. The Treasurer, in general, is the manager of all external financing of the Society subject to control and direction of the Board of Directors.

ARTICLE SIX: BOARD OF DIRECTORS

Section 6.01 Board of Directors

The Board of Directors shall consist of the President as chair, Vice President, Secretary, Treasurer, past President as ex officio member, plus two or more at-large members from the general membership, such at-large members to be nominated and elected at the annual membership meeting. The number of at-large members is determined by the Board according to the needs of the Society.

Section 6.02 Term

Directors are elected to two-year terms. Officers may be re-elected to serve two (2) or more consecutive terms.

Section 6.03 Responsibilities

The Board of Directors is responsible for the management of all of the business affairs of the Society including the oversight of all of the activities of all committees; shall be familiar with these Bylaws of the Society; and shall conduct business in a manner that is consistent with these Bylaws. All expenditures of Society funds shall be authorized by the Board of Directors. The Board reviews and oversees the financial recommendations proposed by the Finance Committee in accord with provisions in Section 7.02 and shall prepare an application form for membership. The Board shall view new membership applications and approve only those who support the purposes of the Society as stated in Section 1.02. Any member of the Society has the right and duty to question the actions of individual Board members or committee members. If at any time actions are questioned and not easily resolved, the matter shall be referred to the Board as a whole for resolution. Any Board member or committee member of the Society shall expect from time to time to be asked for clarification of actions planned or taken, and shall be prepared to explain such plans or actions. Board members and committee members shall view these inquiries as intended to further the interests and reputation of the Society, and such inquiries, conversations, clarifications, and explanations shall be conducted with respect and goodwill.

Section 6.04 Quorum

Business may be conducted at any meeting of the Board of Directors at which a quorum exists. A quorum at Board meetings is four (4) of the elected members of the Board.

Section 6.05 Compensation

No elected officer, Board member or committee member may receive compensation for services rendered to the Society. Clerical and other necessary operating expenses may be paid by the Society when authorized by the Board.

Section 6.06 Auditors

The Board of Directors is responsible for selecting a qualified individual to conduct required auditing functions.

Section 6.07 Parliamentary Authority

The Modern Edition of Robert's Rules of Order shall be employed to conduct business at meetings of the Society and Board of Directors, except where such rules are inconsistent with the Bylaws, and statutes of federal, state, or local governments. Bylaws adopted by the Society shall take higher authority than Robert’s Rules of Order, but not higher than federal, state, or local statutes. At the discretion of the presiding officer, meetings of a small number of attendees may be conducted with less formality as long as order is maintained, rights of the individual are honored, and the majority rules.

Section 6.08 Board Meetings

Business may be conducted via electronic means (e.g., video conferencing, email, chat), where a Board of Directors quorum is present. Board meeting order of business:
  1. Roll Call
  2. Approval of previous Board Meeting minutes
  3. Reports: Officers, Chairpersons, Committees
  4. Unfinished business
  5. New business

Section 6.09 Special Meetings

Special meetings order of business:
  1. Roll call
  2. Reading of notice thereof
  3. Special business for which the meeting was called
In the absence of the Chairperson, the Board shall elect a Chairperson Pro Tempore for the meeting to perform the duties of said Chairpersons. The regular order of business of a Board Meeting may be suspended by a majority vote of the members present.

Section 6.10 Vacancies

In the event that a Director's position becomes vacant, the Board of Directors may by a majority vote appoint a member of the Society to fill the remainder of the Director's term.

ARTICLE SEVEN: COMMITTEES and COMMUNICATIONS

Section 7.01 Standing Committees

All activities and recommendations of standing committees are subject to approval of the Board of Directors. The Board of Directors shall consider and respond, in a timely manner, to any inquiries or concerns expressed by any member of the Society concerning the activities and plans of the Board or any officer of the Board as well as of any committee or any committee member. Except as noted below, the President shall annually appoint members to the following standing committees and shall determine an appropriate quorum for the conduct of business by each committee.

Section 7.02 Finance Committee

The Finance Committee shall consist of the Treasurer as chair and three (3) or more appointed members. The Finance Committee shall recommend an auditor for approval by the Board of Directors and ensure that a properly audited financial statement is prepared on an annual basis in accordance with generally accepted auditing standards. The Committee shall consider all matters relating to the business management of the Society and shall consider and recommend to the Board of Directors the annual budget. The Finance Committee shall open, maintain, and close bank accounts, both savings and commercial, in the name of the Society, and prescribe the conditions under which deposits are made and funds are withdrawn.

Section 7.03 Rules Committee

The Rules Committee shall consist of the Board of Directors and two (2) additional Society members, to formulate the Bylaws, Policies, Rules and Regulations and to consider amendments suggested by the members.

Section 7.04 Communications

The CSKMS communicates with members and the public via the website, newsletter, periodic email, and a presence in online social sites (Facebook, Ravelry, etc.). While elected Board members guide the communications platforms, opportunities to participate are extended to the general membership. General member participation may include, but is not limited to, providing newsletter and website content, including events; regularly moderating and posting in social sites (Facebook, Instagram, Ravelry); and working on other community activities as needed.

Section 7.05 Elections

The Board will conduct the annual election of officers, including preparing a slate of nominees, the ballot, and tabulation of election results. The Board shall identify consenting members who will accept and serve in the position for which they are nominated and provide the membership with the nominees one (1) month before the (bi) annual elections. Members are encouraged to contact the Board if they are interested in running for a Board position.

Section 7.06 Awards Committee

The Awards Committee shall consist of the Vice President and such other members as the Vice President may deem appropriate. The Committee shall recommend and administer the various awards of the Society.

Section 7.07 Membership Committee

The Membership Committee shall consist of three (3) or more members of the Society appointed by the Vice President. The Committee shall develop and administer activities for the recruitment of new members.

Section 7.08 Conference Committee

The Conference Committee shall consist of four (4) or more members of the Society appointed by the President. The Committee shall plan Conferences on occasions when there exists within the Society a consensus that a Conference should be held. Such Conferences may be organized in affiliation with regional knitting machine groups or conducted independently by members of the Society. The Board of Directors shall approve the affiliation with regional groups and independent members before such Conferences may be designated as affiliated with the Society.

ARTICLE EIGHT: AFFILIATES

Section 8.01 Policy

It is the policy of the Society to be open to the opportunity to affiliate with other organizations that have similar interests and objectives. When such an opportunity arises, the Board shall formulate terms of eligibility, purpose, dues and responsibilities of the Society and its affiliate(s). Affiliation with other organizations must be approved by a majority vote of members.

ARTICLE NINE: AMENDMENTS

Section 9.01 Amendments to Bylaws

These Bylaws may be amended, altered, or rescinded by a two-thirds vote of the members present at a meeting for which a 30-day notice of such action was given, and a quorum is present. The Secretary shall communicate changes in the Bylaws to the membership at the earliest opportunity.

Section 9.02 Petition for Amendment

A petition to change the Bylaws, signed by ten percent (10%) or more of the membership, may be submitted to the Board of Directors at any time. The Board of Directors shall review the proposed changes and offer them with a recommendation to the membership for a vote.

ARTICLE TEN: EXECUTION OF DOCUMENTS

Section 10.01 Signatures

Contracts, documents, or any instruments in writing requiring the signature of the Society, other than checks and negotiable instruments, shall be signed by any two of the Officers. Checks and negotiable instruments shall be signed as provided for by the Policies, Rules, and Regulations. The Directors may from time to time, by resolution, appoint other Officers on behalf of the Society to sign contracts, documents, and instruments in writing.

ARTICLE ELEVEN: INDEMNIFICATION

Section 11.01 Indemnification

Society officers and members shall be aware that the Society has no insurance or indemnification process to hold members harmless against suit. Officers and members must at all times exercise care to comply with the Bylaws, statutes, and policies adopted by the Society. It is the responsibility of all members to be familiar with these Bylaws as a requirement for membership as stated in Section 2.01.

ARTICLE TWELVE: MISCELLANEOUS

Section 12.01 Endorsements

No member, Committee Chairperson, Director, or Officer of this Society shall use the seal, logo, or name of the Society to endorse, condemn, or express an evaluation of any product or service of any firm or individual. Section 12.02 Seal and Logo The seal and logo of this Society shall be in a form prescribed by the Board of Directors.

Section 12.03 Electronic Communications

Communications of the Society, including newsletters, ballots, letters and notices, and the conduct of meetings of standing committees and the Board, may be transmitted via electronic means such as email, chat, and video conferencing, except where otherwise specified by the Bylaws. The Bylaws and other records may be transferred to members in digital form by email or posting on the website, unless specified otherwise in the Bylaws.

Section 12.04 Electronic Records

Retaining hard (paper) copies of records is obsolete. Unless specified elsewhere in the Bylaws, any requirement for keeping records is met if the records are known to exist digitally in four or more computers owned by Society members. Members are entitled to store records on their personal computers.

Section 12.05 Fiscal Year

The Society’s fiscal year begins January 1st and ends on December 31st in each year.

Section 12.06 Guests

Guests and individuals from the general public are welcome to visit informal gatherings of the members. They may not participate in formal deliberative meetings.

Section 12.07 Membership Application

All prospective members must fill out an application form. Said form includes applicant’s name, address, email address, and phone number. Applicants must affirm they have read and accept the Bylaws, procedures, and purposes of the Society as stated in Section 1.02. The application includes a link to the Bylaws.

Section 12.08 Newsletter

The newsletter is published on a regular schedule in digital form, as authorized by the Board of Directors. Members are notified electronically and can view the newsletter by logging into the CSKMS website to access the member-only content. Members are encouraged to support the newsletter by submitting articles and photographs. Members are not authorized to share the newsletter with non-members without approval of the Board.

Section 12.09 Web Site

The Society shall maintain a website.